MedAvail Holdings, Inc. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended: December 31,
2008
Or
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
File No. 333-144082
MARVIN’S PLACE,
INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
20-8758875
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification
No.)
|
8860
Greenlawn Street, Riverside, CA 92508
(Address
of Principal Executive Offices)
(951)
902-2022
(Issuer’s
telephone number)
13245
Sunnyslope Drive, Chino Hills, CA 91709
(Former
name, former address and former fiscal year, if changed since last
report)
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock $.001 par value
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.
Yes ¨ No x
Indicate
by check mark whether issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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 definition of “large accelerated filer”, “accelerated
filer”, and “small reporting company” in Rule 12b-2 of the Exchange
Act. (check one)
Large
accelerated filer: ¨
|
Accelerated
filer: ¨
|
Non-accelerated
filer: ¨
|
Small
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 o
State
issuer's revenues for its most recent fiscal year: $0
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
sold, or the average bid and asked price of such common equity, as of December
31, 2008 is $75,000.
The
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:
Common
Stock, 3,500,000 shares issued and outstanding as of April 9, 2009.
DOCUMENTS
INCORPORATED BY REFERENCE.
Transitional
Small Business Disclosure Format (Check one): Yes o No x
TABLE
OF CONTENTS
PAGE
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PART I
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Item
1.
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Description
of Business
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4
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Item
2.
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Description
of Property
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13
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Item
3
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Legal
Proceedings
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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PART II
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|||||
Item
5.
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Market
for Common Equity and Related Stockholder Matters
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13
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Item
6.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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15
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Item
7.
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Financial
Statements
|
17
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Item
9.
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Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section
16(a) of the Exchange Act. 35
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18
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Item 10.
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Executive
Compensation
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19
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Item 11.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters 36
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19
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Item 12.
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Certain
Relationships and Related Transactions
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19
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Item 13.
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Exhibits
and Reports on Form 8-K
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20
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Item 14.
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Principal
Accountant Fees and Services
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20
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SIGNATURES
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21
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2
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Readers
of this document and any document incorporated by reference herein are advised
that this document and documents incorporated by reference into this document
contain both statements of historical facts and forward-looking
statements. Forward-looking statements are subject to certain risks
and uncertainties, which could cause actual results to differ materially for
those indicated by the forward-looking statements. Examples of forward-looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earning or loss per share, capital expenditures, dividends, capital
structure and other financial items, (ii) statements of the plans and objectives
of the Company or its management or Board of Directors, including the
introduction of new products, or estimates or predictions of actions by
customers, suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying other
statements about the Company or its business.
This
document and documents incorporated by reference herein also identify important
factors which could cause actual results to differ materially from those
indicated by the forward-looking statements. Please refer to
“Management's Discussion and Analysis or Plan of Operation and “Risk
Factors”.
The
cautionary statements made above and elsewhere by us should not be construed as
exhaustive. In many cases, we cannot predict what factors could cause
results to differ materially from those indicated by the forward-looking
statements. In addition, many factors that could cause actual results
to differ materially from forward-looking statements are beyond our ability to
control. We undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future
developments, or otherwise.
3
PART
I
In
this Form 10-K, the "Company" refers to Marvin’s Place, Inc. and "our Company",
“MPI’, "we" and "our" likewise refer to Marvin’s Place, Inc.
Item
1. Description of Business.
A. Business
Development and Summary
THE
COMPANY
Marvin’s
Place, Inc. ("Marvin’s" or the "Company"), incorporated in the State of Nevada
on April 11, 2007, is a development stage company with the principal business
objective of becoming a premier franchisor of retail shipping, postal, courier
and business service centers by providing a wide range of convenient,
value-added business services to consumers, mobile and traveling professionals
and the small office/home office market.
The
Company was founded based on the need of individuals and companies to have
dependable, consistent and professional business service centers where they can
obtain a wide variety of benefits such as packaging, shipping, copy and print
assistance, mailbox locations, email retrieval, delivery and messenger couriers
and convenient office supplies. It is our goal to become the most
dependable, consistent and professional business service center available to the
public. We will recognize that each customer we will serve has
different needs, requirements and concerns pertinent to their
business. Our primary customer service goal is to tailor specific
solutions to suit each particular customer’s needs and concerns.
MPI has
yet to commence planned strategic operations for significant exposure and
growth. MPI has had only limited start-up operations and has not
generated any significant revenues.
We have
never been party to any bankruptcy, receivership or similar proceeding, nor have
we undergone any material reclassification, merger, consolidation, or purchase
or sale of a significant amount of assets not in the ordinary course of
business.
MPI has
no current intention of engaging in a merger or acquisition with an unidentified
company.
Our
administrative office is located at 8860 Greenlawn Street, Riverside, California
92508.
MPI's
fiscal year end is December 31.
B. Business
of Issuer
(1) Principal
Services and Principal Markets
Marvin’s
Place, Inc., a Nevada Corporation, is a development stage company with the
principal business objective of becoming a premier franchisor of retail
shipping, postal, courier and business service centers by providing a wide range
of convenient, value-added business services to consumers, mobile and traveling
professionals and the small office/home office market.
The
Company was founded based on the need of individuals and companies to have
dependable, consistent and professional business service centers where they can
obtain a wide variety of benefits such as packaging, shipping, copy and print
assistance, mailbox locations, email retrieval, delivery and messenger couriers
and convenient office supplies. It is our goal to become the most
dependable, consistent and professional business service center available to the
public. We will recognize that each customer we will serve has
different needs, requirements and concerns pertinent to their
business. Our primary customer service goal is to tailor specific
solutions to suit each particular customer’s needs and concerns.
Company’s Products and
Services
Marvin’s
Place, Inc. has the principal business objective of becoming a premier
franchisor of retail shipping, postal, courier and business service centers,
with the intent of first creating a strong local and regional financial and
business model as a basis from which to expand the company into national service
centers located in major business centers, hotels and airports, where travelers
can avoid long delays by shipping their baggage ahead.
4
|
·
|
Packaging. We
expertly pack your items directly in the center and can custom crate your
large or precious items. We will also offer packaging supplies,
moving supplies and local pick-ups for shipments of any
size. Some of the items we offer
are:
|
1.
|
Envelopes
|
2.
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Boxes
|
3.
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Plastic
air-bubble cushioning
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4.
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Packing
peanuts
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5.
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Tape
|
6.
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Labels
|
|
·
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Shipping. We
ship everything from letters to pianos. We will offer a full
range of shipping through local, national or international
carriers.
|
|
·
|
Copy
and Print Services. We offer a wide range of copy and print
services, including color, black and white copies and digital printing;
offset printing for business cards and brochures; binding laminating and
other finishing services, as well as paper and office
supplies. We provide:
|
1.
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Color
and black and white copies
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2.
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Printing
from disk
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3.
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Expedited
shipping
|
4.
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Document
finishing, including binding, laminating, folding, padding, collating,
cutting and drilling
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5.
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Digital
printing
|
|
·
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Mailbox
Services. We offer mailboxes with real street addresses and
24-hour access to mail and package deliveries. Additional
services include mail forwarding, fax receiving and sending, and the
ability to call in and check for your mail and
packages.
|
|
·
|
Notary
Services. We offer a one-stop shop for notarizing important
legal documents and can copy and send them wherever they need to go in a
timely manner.
|
|
·
|
Passport/ID
Photos. For traveling outside the United States, a customer can
come into our location to have a passport photo taken. Our
photos meet all requirements for U.S. passports and most other photo
identification cards.
|
|
·
|
Rubber
Stamps. We offer high-quality standard and custom stamps in a
variety of sizes and styles, including self-inking
models.
|
|
·
|
Office
and Mailing Supplies. We offer a variety of standard office,
mailing and shipping supplies from the one-time small need to bulk
supplies.
|
Future Products and
Services
Once a
strong business foundation has been built on a local and regional level, it is
our intent to not only expand our service centers nationally, but also develop
the breadth of services we will offer. Some areas we will look into
expanding our business services are:
|
1.
|
Promotional
Products – We intend to offer to customers a wide range of promotional and
trade show products they can order to promote greater business
awareness.
|
|
2.
|
Photo
Prints and Gifts – The customer will be able to create personalized gifts
for his family and friends using his own digital photos to customize one
of an assortment of unique gift
items.
|
|
3.
|
Personalized
Photo Calendars – The customer can create a personalized photo calendar,
noting special event days, for family, friends, clients or employees,
featuring his own photos, company logos and
highlights.
|
5
|
4.
|
Signs
and Graphics - We intend to provide a wide range of affordable, expedient,
custom-made signs, banners and posters to attract attention or communicate
an idea or logo effectively.
|
5.
|
Moving
Supplies. We intend to offer an assortment of general household
moving supplies
|
|
6.
|
Money
Transfers. We intend to offer customers the ability to transfer
and wire money world- wide.
|
|
7.
|
E-Mail
Retrieval. We will offer to our customers and ability to log
in, perform internet research and send/receive
email.
|
|
8.
|
Air
Cargo and Freight Forwarding. We intend to have the capability
to take heavy weight cargo from the customer’s door to virtually any
market in the world. It is our goal to arrange all the details,
including customs clearance and final
delivery.
|
|
9.
|
Publications
Distribution. It is our goal to be the primary logistics
outsource resource for many of the world’s premier publishers,
distributors and printers, moving all types of publications to national
and international subscribers on all
continents.
|
|
10.
|
Customs
Brokerage. Our courier and freight services will include
standard customs clearance at the overseas port of entry. This
package will include the advancement of any duties or taxes to be paid
overseas as long as pre-arranged.
|
|
11.
|
Mail
Order Catalog Distribution. We foresee taking mail order
catalogs from the printers and distributing them on behalf of the catalog
company.
|
|
12.
|
Merchandise
Delivery. Going hand-in-hand with our catalog distribution
system, we will offer to the catalog company and others in need of such
services, an expedited merchandise delivery system thereby eliminating the
substantial costs they incur for maintaining in-house employees,
warehousing space, packing expenses and distribution
costs.
|
|
13.
|
Special
Courier Service. Occasionally there is a need for a secure,
low-profile, extremely precautionary delivery means for trade secrets,
trade information and other highly classified documents, prototypes,
materials, etc. It is our intent to provide this exclusive
service on a limited basis to selective
clients.
|
|
14.
|
Medical
Transport. Once we establish specific rules, regulations and
guidelines for handling medical material, our intent is to create a
special medical transport unit specializing in standard and time-sensitive
transportation of medical materials, whether they are frozen, refrigerated
or room temperature.
|
Our
Strategy
The
Company was founded based on the need of individuals and companies to have
dependable, consistent and professional business service centers where they can
obtain a wide variety of benefits such as packaging, shipping, copy and print
assistance, mailbox locations, email retrieval, delivery and messenger couriers
and convenient office supplies. It is our goal to become the most
dependable, consistent and professional business service center available to the
public. We will recognize that each customer we will serve has
different needs, requirements and concerns pertinent to their
business. Our primary customer service goal is to tailor specific
solutions to suit each particular customer’s needs and concerns.
Marvin’s
Place, Inc. is attempting to become fully operational. In order to
generate revenues, we must address the following areas:
1. Develop and Implement a
Marketing Plan: In order to promote our company and establish our
public presence, we believe we will be required to develop and implement a
comprehensive marketing plan. We intend print media and the internet
to be the focus of our marketing and sales efforts. To date, we have
no marketing or sales initiatives or arrangements. Without any
marketing campaign, we may be unable to generate interest in, or generate
awareness of, our company.
2. Develop
Business-to-Business Relationships: We intend to build profitable,
value-oriented relationships between the multiple large businesses and
corporations.
3. Create Customer
Loyalty: The financial rewards of customer loyalty run deep and
increase the financial stability of any business. We intend to market
to our customers and potential customers with the industries best customer
relations management team implementing a well-developed customer relations
plan.
6
We are a
small, start-up company that has not generated any significant revenues and
lacks a stable customer base. Since our inception to the present, we
have not generated any significant revenues and have incurred a cumulative net
loss as indicated in our financial statements.
Our
strategy is to grow sales and reach operating profitability by being the leader
in our respective field. In support of this goal we are pursuing
development of our services and the acquisition and tailored development of
industry products related to our services. We plan to utilize these
products for our specific needs, and, in combination with our current service
capability, expand our sales. We believe that our pipeline of
services may provide us with a competitive advantage towards becoming a viable,
ongoing business.
Historically
our business has lost money on an operating and cash flow basis. We believe that
a principal reason why we have yet to be cash flow positive and profitable is
because of our start-up nature.
Our
future financial condition and operating performance may be affected by several
industry trends. The major trends that we believe will have a positive impact on
our business are the demand for products and services relating overall movement
of products and personal material. On the other hand, the general
decline in the economy tends to lead to more conservative spending and the
elimination of what most consumers would considered “extras” such as what our
services are intended to provide, the end result of which would likely lead to
retarding our growth. While we may be negatively impacted by this
economic trend, we believe we may be able to manage these challenges through
competitive product and service offerings in strategic markets and through
continued efforts to control costs.
(2) Distribution
Methods of the Products or Services
The
Company plans on offering franchise opportunities for the development of retail
shipping, postal, courier and business service centers by providing a wide range
of convenient, value-added business services to consumers, mobile and traveling
professionals and the small office/home office market.
(3) Status
of any announced new product or service
There are
no new products or services to be announced at the current time.
(4) Industry
background and competition
This
service industry is replete with competition at all levels of size, experience
and expertise, from the Mom-and-Pop sole proprietorship to the sophisticated
entrenched corporations like Kinkos. By maintaining strong community
ties and mandating the highest level of courtesy, personal service and ethical
standards, Marvin’s Place, Inc. can gain and maintain a stellar reputation for
honesty and customer loyalty, thereby insuring repeat
business. Additionally, the Company will spend considerable efforts
to develop business, corporate and government relationships with potential
customers that have need of the type of services offered by Marvin’s Place,
Inc.
RISK
FACTORS THAT MAY AFFECT FUTURE RESULTS
We
operate in a rapidly changing environment that involves a number of risks, some
of which are beyond our control. A number of these risks are listed
below. These risks could affect actual future results and could cause
them to differ materially from any forward-looking statements we have made in
this Annual Report. You should carefully consider the risks described below, as
well as the other information set forth in this Form 10-K. The risks
and uncertainties described below are not the only ones we face. Should any of
these risks or uncertainties materialize, any of the risks described below could
significantly and adversely affect our business, prospects, financial condition
or results of operations. In that case, the trading price of our
common stock could fall and our shareholders may lose all or part of the money
you paid to buy our securities.
7
Our
independent registered public accounting firm has issued a “going concern”
opinion.
Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We plan to continue to provide for our capital
requirements by issuing additional equity. No assurance can be given that
additional capital will be available when required or on terms acceptable to us.
We also cannot give assurance that we will achieve sufficient revenues in the
future to achieve profitability and cash flow positive operations. The outcome
of these matters cannot be predicted at this time and there are no assurances
that, if achieved, we will have sufficient funds to execute our business plan or
to generate positive operating results. Our independent registered public
accounting firm has indicated that these matters, among others, raise
substantial doubt about our ability to continue as a going concern.
Possible
need for substantial additional funds.
We may
need additional funds to finance our operations. Our cash requirement
may vary from those now planned because of unexpected costs or delays due to
changes in the direction of our business strategy, competition and other
factors. Adequate funds for these purposes may not be available when
needed or, if available, may not be available on acceptable terms.
We
have a history of losses and cash flow deficits, and we expect to continue to
operate at a loss and to have negative cash flow for the foreseeable future,
which could cause the price of our stock to decline.
Since our
inception, we have incurred net losses. At December 31, 2008, we had cumulative
net losses of $78,113 and working capital of $0. We also had negative
cash flow from start-up activities. As such, there is substantial
doubt about our ability to continue as a going concern. Historically,
we have funded our operations from internally generated funds and the proceeds
from the sale equity securities. Our growth strategy is to increase
our markets and our market share by implementing our strategic business plan.
This is likely to result in additional losses and negative cash flow for the
foreseeable future. We cannot give assurances that we will ever become
profitable.
Our
future success depends on broad market acceptance of our services and products,
which may not happen, and therefore we may never achieve
profitability.
Our
target market is very fragmented and competitive. As is typical of
any rapidly evolving industry, the demand for, and market acceptance of our
services and products and services is highly uncertain, especially in uncertain
economic times. In order to be successful, we must implement our
strategic business plan, gain general public acceptance and create public
awareness, especially name recognition. We believe that one of the major
obstacles we face in marketing our services and products is the lack of
knowledge of the importance of our services and lack of easily accessible
locations. We spend a considerable amount of time attempting to develop these
points. We can provide no assurances that these efforts will be successful or
result in increased revenue.
Our
cash balance may not be sufficient to fully execute on our growth strategy, and
therefore, we may plan to raise additional capital in the future.
As of
December 31, 2008, we had minimal cash on-hand for use in expansion, sales and
marketing, capital expenditures and working capital. In all
likelihood this amount will not be sufficient to execute our growth strategy in
full necessitating a contingency plan to raise additional
capital, if necessary, in order to execute our business strategy. If
we raise additional funds through further issuances of equity or convertible
debt securities, our existing stockholders will suffer dilution, and any new
equity securities we issue could have rights, preferences and privileges
superior to those of holders of our common stock. Any debt financing
secured by us in the future could involve restrictive covenants relating to our
capital raising activities and other financial and operational matters, which
may make it more difficult for us to obtain additional capital and to pursue
business opportunities. In addition, we may not be able to obtain
additional financing on terms favorable to us, if at all. If we are
unable to obtain adequate financing or financing on terms satisfactory to us,
when we require it, our ability to continue to support our business growth and
to respond to business challenges could be significantly limited.
A
significant downturn in the national economy, and prolonged economic weakness in
the spending of discretionary funds, could adversely affect our business,
financial condition and results of operations.
Our
business could be unfavorably affected by changes in national economic
conditions, including inflation, interest rates, and availability of capital
markets, consumer spending rates and the effects of governmental plans to manage
stable economic conditions.
Although
we believe we have adopted an effective strategy of slow and steady growth so
that we would be less negatively influenced by adverse economic conditions,
there can be no assurance that we will be successful in expanding the nature and
scope of our product and service offerings. In such an environment,
our business, financial condition and results of operations could be materially
and adversely affected.
8
We
may not succeed in establishing our brand name, which could prevent us from
acquiring customers and increasing our revenues.
A
significant element of our business strategy is to build market share by
continuing to promote and establish our brand name. If we cannot
establish our brand identity, we may fail to build the critical mass of
customers required to substantially increase our revenues. Promoting
and positioning our brand in the marketplace will depend largely on the success
of our sales and marketing efforts and our ability to provide a consistent, high
quality customer experience. To promote our brand, we expect that we
will incur substantial expenses related to advertising and other marketing
efforts. If our brand promotion activities fail, our ability to
attract new customers and maintain customer relationships will be adversely
affected, and, as a result, our financial condition and results of operations
will suffer.
We
are likely to face increasing competition, making it more difficult for us to
capture market share.
With
minimal barriers to entry, any number of potential competitors could enter the
market and provide the same services that we provide. This factor
could materially and adversely affect our business and the value of any
investment in our securities.
Our
future success depends on retaining our existing senior executives and hiring
and retaining additional management personnel as well as skilled personnel for
our service centers, and, therefore, the loss of any of our key employees or the
failure to hire adequate personnel could limit our ability to execute our growth
strategy, resulting in lost sales and a slower rate of growth.
Our
future success to a significant extent depends upon the continued service of our
key executives and the acquisition and retention of key personnel, including
service providers.
The
competition for high-quality, skilled service providers and key personnel is
intense, causing the search process to be time-consuming and
expensive. In addition we may need to hire skilled sales and account
management executives to market, license or sell our services and proposed
proprietary products that we intend to develop and acquire in the
future. We may not be able to hire enough qualified, reliable
personnel to meet our needs as our business grows. Our inability to
hire and retain the individuals we need could hinder our ability to sell our
services and existing and planned products. If we are not able to attract and
retain qualified employees, we will not be able to successfully implement our
business plan and our business will be harmed.
We
may not be able to manage our growth effectively, create operating efficiencies
or achieve or sustain profitability.
The
ability to manage and operate our business as we execute our growth strategy
will require effective planning. Rapid growth could strain our
internal resources, leading to a lower quality of customer service, reporting
problems and delays in meeting important deadlines, resulting in loss of market
share and other problems that could adversely affect our reputation and
financial performance. Our efforts to grow have placed, and we expect will
continue to place, a significant strain on our personnel, management systems,
infrastructure and other resources. Our ability to manage future
growth effectively will also require us to continue to update and improve our
operational, financial and management controls and procedures. If we
do not manage our growth effectively, we could be faced with slower growth and a
failure to achieve or sustain profitability.
We
may incur significant costs as a result of operating as a public company, and
our management devotes substantial time to new compliance
initiatives.
We may
incur significant legal, accounting and other expenses as a public company,
including costs resulting from regulations regarding corporate governance
practices. For example, the listing standards of the NASDAQ Capital
Market require that we satisfy certain corporate governance requirements
relating to independent directors, audit committees, distribution of annual and
interim reports, stockholder meetings, stockholder approvals, and solicitation
of proxies, conflicts of interest, stockholder voting rights and codes of
conduct. Our management and other personnel devote a substantial
amount of time to these compliance initiatives. Moreover, these rules and
regulations have increased our legal and financial compliance costs and will
make some activities more time-consuming and costly. For example,
these rules and regulations could make it more difficult for us to attract and
retain qualified individuals to serve on our board of directors, our board
committees or as executive officers.
9
In
addition, the Sarbanes-Oxley Act of 2002 (“SOX”) requires, among other things,
that we maintain effective internal control over financial reporting and
disclosure controls and procedures. In particular, for the year ended
December 31, 2007, we performed system and process evaluation and testing of our
internal control over financial reporting to allow management to report on the
effectiveness of our internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act. Our testing may reveal
deficiencies in our internal control over financial reporting that are deemed to
be material weaknesses. Our compliance with Section 404 may require
that we incur substantial expense and expend significant management time on
compliance-related issues. Moreover, if our independent registered public
accounting firm identify deficiencies in our internal control over financial
reporting that are deemed to be material weaknesses, the market price of our
stock would likely decline and we could be subject to sanctions or
investigations by the NASDAQ Stock Market, the SEC or other regulatory
authorities, which would require additional financial and management
resources.
There
are inherent limitations in all control systems, and misstatements due to error
or fraud may occur and may not be detected.
While we
continue to take action to ensure compliance with the disclosure controls and
other requirements of SOX and the related SEC and NASDAQ Stock Market rules,
there are inherent limitations in our ability to control all circumstances. Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that any company’s controls, including our own, will prevent all
error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. In addition, the design of
a control system must reflect the fact that there are resource constraints and
the benefit of controls must be evaluated in relation to their
costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, in our company have been
detected. These inherent limitations include the realities that
judgments in decision making can be faulty and that breakdowns can occur because
of simple errors or mistakes. Further, controls can be circumvented
by individual acts of some persons, by collusion of two or more persons, or by
management override of the controls. The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, a
control may be inadequate because of changes in conditions or the degree of
compliance with the policies or procedures may deteriorate. Because of inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
Risks
Related to Our Industry
If
the economy continues its downturn, we expect competition to increase, which
could make it more difficult for us to grow and achieve
profitability.
We expect
competition to increase. As we demonstrate the success of our
products and services we expect other individuals and companies to enter the
market. A rapid increase in competition could negatively affect our
ability to develop new clientele, retain any existing clients and stabilize the
prices that we can charge. Many of our competitors and potential
competitors have substantially greater financial resources, customer support,
technical and marketing resources, larger customer bases, longer operating
histories, greater name recognition and more established relationships than we
do. We cannot be sure that we will have the resources or expertise to
compete successfully. Compared to us, our competitors may be able
to:
|
·
|
develop
and expand their products and services more
quickly;
|
|
·
|
adapt
faster to new or changing customer needs and
preferences;
|
|
·
|
take
advantage of acquisitions and other opportunities more
readily;
|
|
·
|
negotiate
more favorable agreements with vendors and
customers;
|
|
·
|
devote
greater resources to marketing and selling their products or services;
and
|
|
·
|
address
customer service issues more
effectively.
|
10
Some of
our competitors also may be able to increase their market share by providing
customers with additional benefits or by reducing their prices. We
cannot be sure that we will be able to match price reductions or additional
benefits provided by our competitors. In addition, our competitors
may form strategic relationships to better compete with us. These
relationships may take the form of strategic investments, joint-marketing
agreements, or other contractual arrangements that could increase our
competitors’ ability to serve customers. If our competitors are
successful in entering our market, our ability to grow or even sustain any
current business could be adversely impacted.
If
we fail to keep up with changes in our industry, we will become less
competitive, limiting our ability to generate new business and increase our
revenues.
In order
to remain competitive, serve our customers effectively and increase our revenue,
we must respond on a timely and cost-effective basis to changes in the industry
and customer preferences. We need to continuously develop new experiences that
address customer preferences. In the market segments we serve and the
regions in which we operate, we need to stay current and compliant with laws,
regulations, rules, standards, guidelines, releases and other pronouncements
that are periodically issued by legislatures, government agencies, courts,
professional associations and others. In some cases these changes may
be significant and the cost to comply with these changes may be
substantial. We cannot give assurances that we will be able to adapt
to any changes in the future, that we will have the financial resources to keep
up with changes in the marketplace or that we will be able to offset those costs
with increases in the amounts we change for our services. This could
cause our net income to decline, which likely will lead to a decline in the
price of our publicly traded securities, resulting in a loss of all or a part of
an investment in our securities.
Risk
Related to Our Securities
Our
stock price may be volatile and there is a limited market for our
shares.
The stock
markets generally have experienced, and will probably continue to experience,
extreme price and volume fluctuations that have affected the market price of the
shares of many small capital companies. These fluctuations have often
been unrelated to the operating results of such companies. Factors
that may affect the volatility of our stock price include the
following:
|
·
|
our
success, or lack of success, in developing and marketing our products and
services;
|
|
·
|
our
ability to maintain compliance with NASDAQ listing
requirements:
|
|
·
|
our
ability to raise the required capital to fund our
business:
|
|
·
|
the
announcement of new locations, products and/or services by us or our
competitors;
|
|
·
|
changes
in the executive leadership of the
company;
|
|
·
|
actual
or perceived changes in the national economy and the views toward
discretionary spending;
|
|
·
|
quarterly
fluctuations of our operating
results;
|
|
·
|
changes
in revenue or earnings estimates;
and
|
|
·
|
competition.
|
Based on
the factors described above, recent trends should not be considered reliable
indicators of our future stock prices or financial results.
There has
been no trading in our common stock as yet and we cannot give assurances that
such a market will develop or be maintained.
11
Investors
should not expect the payment of dividends.
We do not
expect to pay dividends on our common stock in the foreseeable
future. Investors who require cash dividends from their investments
should not purchase our common stock.
Fluctuations
in our quarterly operating results may cause our stock price to decline and
limit our stockholders’ ability to sell our common stock in the public
markets.
Our
operating results may fluctuate significantly due to a variety of factors, many
of which are outside of our control. Our operating results may in
some future quarter fall below the expectations of securities analysts and
investors. In this event, the trading price of our common stock could
decline significantly. In addition to the risks disclosed elsewhere
in this report, factors outside of our control, which may cause our quarterly
operating results to fluctuate may include:
|
·
|
fluctuations
in the national economy;
|
|
·
|
demand
for our services and products;
|
|
·
|
fluctuation
in the capital budgets and the views of discretionary spending of our
customers; and
|
|
·
|
development
of superior services, products and marketing by our
competitors.
|
In
addition, factors within our control, such as our ability to gain market share,
may cause our operating results to fluctuate in the future.
The
factors listed above may affect both our quarter-to-quarter operating results as
well as our long-term success. Given the potential fluctuation in our
operating results, you should not rely on quarter-to-quarter comparisons of our
results of operations as an indication of our future performance or to determine
any trend in our performance. Fluctuations in our quarterly operating
results could cause the market price and demand for our common stock to
fluctuate substantially, which may limit the ability of our stockholders to sell
our securities in the public markets.
If
persons engage in short sales of our common stock, the price of our common stock
may decline.
Selling
short is a technique used by a stockholder to take advantage of an anticipated
decline in the price of a security. A significant number of short
sales or a large volume of other sales within a relatively short period of time
can create downward pressure on the market price of a
security. Holders of our securities could, therefore, experience a
decline in the value of their investment as a result of short sales of our
common stock.
Future
sales of our common stock may cause our stock price to decline.
Our
current stockholders hold a substantial number of shares of our common stock
that they are able to sell in the public market. Significant portions of these
shares are held by a small number of stockholders. Sales by our
current stockholders of a substantial number of shares or the expectation that
such sale may occur, could significantly reduce the market price of our common
stock.
(5) Sources
and availability of raw materials and the names of principal
suppliers
We will
not procure any raw materials and have no need for any principal suppliers as we
do not produce a tangible product per se. Our company is a service
oriented company.
(6) Customers
While we
believe that our operations will rely heavily upon long-term relationships, we
have not entered into any such relationships with any customers. We will rely on
building special relationships with quality service and pricing in the
locations’ local market.
(7) Intellectual
Property
At the
time of this filing, we do not have intellectual property such as trade secrets,
trademarks, copyrights, and thus do not have any need for nondisclosure and
other contractual restrictions to protect our rights. Presently, we
do not possess any patents and we do not have any patent applications
pending.
12
(8) Need
for Government Approval
We are
not aware of the need to obtain governmental approval for any aspect of our
operations with the possible exception of local business licenses, if
applicable. All employees who perform services for our customers must be
licensed massage therapists.
(9) Effect
of existing or probable government regulations
Marvin’s
Place, Inc. is not aware of any existing or probable government regulations that
would have a material effect on our business.
(10) Cost
of Research and Development
Our
research and development activities are limited to individual observations and
feedback at this point, and directed toward improving existing products and
services and developing new products and services.
(11) Costs
and effects of compliance with environmental laws
To date,
we have not expended any material amounts to comply with environmental
laws. In addition, we do not believe that our current business plan
exposes us to any material compliance issues with respect to environmental
laws.
(12) Employees
As of
December 31, 2008, we did not have any employees.
Item
2. Description of Property.
Through
the end of the year our corporate headquarters were located at 13245 Sunnyslope
Drive, Chino Hills, California 91709 and were being provided gratuitously by the
President of the company. Effective January 22, 2009 the corporate
headquarters were changed to 8860 Greenlawn Street, Riverside, CA 92508 when
Chong Kim, the Company’s President resigned and Georgette Mathers was appointed
to the Board and was then appointed President. The current address is
also the address of Ms. Mathers. The space is being provided
gratuitously by Ms. Mathers.
Item
3. Legal Proceedings.
We are
not a party to any pending legal proceedings.
Item
4. Submission of Matters to a Vote of Security
Holders.
No
matters have been submitted to a vote of security holders as contemplated by
Item 4 of Form 10-K.
PART
II
Item
5. Market for Common Equity and Related Stockholder Matters.
Market
Information
Our
common stock is listed on the OTCBB. We cannot guarantee that a
meaningful trading market will develop even though our stock is tradable. If a
market ever develops for our Common Stock, of which we cannot guarantee success,
the trading price of our common stock could be subject to wide fluctuations in
response to various events or factors, many of which are beyond our
control. In addition, the stock market may experience extreme price
and volume fluctuations, which, without a direct relationship to the operating
performance, may affect the market price of our stock.
13
Holders
The
number of record holders of the Company’s common stock as of December 31, 2008
is approximately 25. This does not include an indeterminate number of
stockholders whose shares may be held by brokers in street name. The holders of
common stock are entitled to one vote for each share held of record on all
matters submitted to a vote of stockholders. Holders of the common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.
Our
independent stock transfer agent is Island Stock Transfer which is located at
100 Second Avenue S., Suite 300N, St. Petersburg, Florida 33701.
Dividends
We have
never declared or paid any cash dividends on our capital stock. We
currently intend to retain future earnings, if any, for development of our
business and therefore do not anticipate that we will declare or pay cash
dividends on our capital stock in the foreseeable future.
THE
APPLICATION OF THE "PENNY STOCK REGULATION" COULD HARM THE MARKET PRICE OF OUR
COMMON STOCK
Our
common stock does not presently trade on any public market. Upon listing, our
common stock will trade below $5.00 per share. As such, our common stock is
considered a "penny stock" and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly
traded. These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the associated risks. Under these regulations, certain
brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination regarding such a purchaser and receive such
purchaser's written agreement to a transaction prior to sale. These regulations
have the effect of limiting the trading activity of our common stock and
reducing the liquidity of an investment in our common stock.
Our
stockholders should be aware that, according to the Securities and Exchange
Commission Release No. 34- 29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. These patterns
include:
|
1.
|
Control
of the market for the security by one or a few broker-dealers that are
often related to the promoter or
issuer;
|
|
2.
|
Manipulation
of prices through prearranged matching of purchases and sales and false
and misleading press releases;
|
|
3.
|
"Boiler
room" practices involving high pressure sales tactics and unrealistic
price projections by inexperienced sales
persons;
|
|
4.
|
Excessive
and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
|
|
5.
|
The
wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the
inevitable collapse of those prices with consequent investor
losses.
|
Furthermore,
the "penny stock" designation may adversely affect the development of any public
market for our shares of common stock or, if such a market develops, its
continuation. Broker-dealers are required to personally determine whether an
investment in "penny stock" is suitable for customers.
Penny
stocks are securities (i) with a price of less than five dollars per share; (ii)
that are not traded on a "recognized" national exchange; (iii) whose prices are
not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) of an issuer with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years), or with average annual revenues of less than $6,000,000 for the last
three years.
14
Section
15(g) and Rule 15g-2 of the Exchange Act require broker-dealers dealing in penny
stocks to provide potential investors with a document disclosing the risks of
penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account. Potential investors in the Company's common stock are urged to obtain
and read such disclosure carefully before purchasing any shares that are deemed
to be "penny stock."
Rule
15g-9 requires broker-dealers in penny stocks to approve the account of any
investor for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor and
that the investor has sufficient knowledge and experience as to be reasonably
capable of evaluating the risks of penny stock transactions; (iii) provide the
investor with a written statement setting forth the basis on which the
broker-dealer made the determination in (ii) above; and (iv) receive a signed
and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for our stockholders to resell their shares to third parties or to
otherwise dispose of them.
FUTURE
SALES OF LARGE AMOUNTS OF COMMON STOCK COULD ADVERSELY AFFECT THE MARKET PRICE
OF OUR COMMON STOCK AND OUR ABILITY TO RAISE CAPITAL.
Future
sales of our common stock by existing stockholders pursuant to Rule 144 under
the Securities Act of 1933, or following the exercise of option grants, could
adversely affect the market price of our common stock. Our directors and
executive officers and their family members are not under lockup letters or
other forms of restriction on the sale of their common stock. The issuance of
any or all of these additional shares upon the exercise of options will dilute
the voting power of our current stockholders on corporate matters and, as a
result, may cause the market price of our common stock to decrease. Further,
sales of a large number of shares of common stock in the public market could
adversely affect the market price of the common stock and could materially
impair our future ability to generate funds through sales of common stock or
other equity securities.
Securities
authorized for issuance under equity compensation plans
None.
Recent
Sales of Unregistered Securities.
None.
Item
6. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
This
discussion and analysis should be read in conjunction with our financial
statements and notes thereto included in this Annual
Report. Operating results are not necessarily indicative of results
that may occur in future periods.
FORWARD
LOOKING STATEMENTS
This
discussion and analysis should be read in conjunction with our financial
statements and notes thereto included in this Annual Report on Form 10-K.
Operating results are not necessarily indicative of results that may occur in
future periods.
You
should carefully consider the risk factors set forth herein. This
filing contains forward looking statements regarding events, conditions and
financial trends that may affect our plan of operation, business strategy,
operating results and financial position. You are cautioned that any
forward looking statements are not guarantees of future performance and are
subject to risks and uncertainties. Actual results may differ
materially from those included within the forward looking statements as a result
of various factors. Cautionary statements in the risk factors section
and elsewhere in this filing identify important risks and uncertainties
affecting our future, which could cause actual results to differ materially from
the forward looking statements made in this report.
Overview
Marvin’s
Place, Inc. ("Marvins" or the "Company"), incorporated in the State of Nevada on
April 11, 2007, is a development stage company with the principal business
objective of becoming a premier franchisor of retail shipping, postal, courier
and business service centers by providing a wide range of convenient,
value-added business services to consumers, mobile and traveling professionals
and the small office/home office market.
15
The
Company was founded based on the need of individuals and companies to have
dependable, consistent and professional business service centers where they can
obtain a wide variety of benefits such as packaging, shipping, copy and print
assistance, mailbox locations, email retrieval, delivery and messenger couriers
and convenient office supplies. It is our goal to become the most
dependable, consistent and professional business service center available to the
public. We will recognize that each customer we will serve has
different needs, requirements and concerns pertinent to their
business. Our primary customer service goal is to tailor specific
solutions to suit each particular customer’s needs and concerns.
Marvin’s
Place, Inc. is attempting to become fully operational. In order to
generate revenues, we must address the following areas:
1. Develop
and Implement a Marketing Plan: In order to promote our company and
establish our public presence, we believe we will be required to develop and
implement a comprehensive marketing plan. We intend print media and
the internet to be the focus of our marketing and sales efforts. To
date, we have no marketing or sales initiatives or
arrangements. Without any marketing campaign, we may be unable to
generate interest in, or generate awareness of, our company.
2. Develop
Business-to-Business Relationships: We intend to build profitable,
value-oriented relationships between the multiple large businesses and
corporations.
3. Create
Customer Loyalty: The financial rewards of customer loyalty run deep
and increase the financial stability of any business. We intend to
market to our customers and potential customers with the industries best
customer relations management team implementing a well-developed customer
relations plan.
We are a
small, start-up company that has not generated any significant revenues and
lacks a stable customer base. Since our inception to the present, we
have not generated any significant revenues and have incurred a cumulative net
loss as indicated in our financial statements. We believe that the funds
expected to be received from the maximum sale of our common equity will be
sufficient to finance our efforts to become fully operational and carry us
through the next twelve (12) months, of which there can be no guarantee. We
believe that the recurring revenues from sales of services will be sufficient to
support ongoing operations. Unfortunately, there can be no assurance that the
actual expenses incurred will not materially exceed our estimates or that cash
flows from sales of services will be adequate to maintain our business. As a
result, our independent auditors have expressed substantial doubt about our
ability to continue as a going concern. If we do not produce
sufficient cash flow to support our operations over the next 12 months, we may
need to raise additional capital by issuing capital stock in exchange for cash
in order to continue as a going concern. There are no formal or
informal agreements to attain such financing. We cannot assure you
that any financing can be obtained or, if obtained, that it will be on
reasonable terms. Without realization of additional capital, it would
be unlikely for us to stay in business.
Although
we believe we are broadening our market coverage by expanding our service
offerings and locations to provide a more geographically comprehensive approach
to our services, we continue to lose money on an operating and cash flow basis
and do not see this changing anytime in the near future. We believe
that the principle reasons why we have yet to be cash flow positive and
profitable is because we have not had sufficient resources to implement our
strategic goals and our sole officer and director has been unable to contribute
additional hours and resources to this objective.
Critical
Accounting Policies
General
Management’s
discussion and analysis of its financial condition and results of operations is
based upon our consolidated financial, which have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation
of these financial statements requires us to make estimates and judgments that
affect the amount of reported assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to the
reported amounts of revenues and expenses and the valuation of our assets,
income taxes and contingencies. We base our estimates on historical
experience and on various other assumptions. We believe our estimates
and assumptions to be reasonable under the circumstances. However,
actual results could differ from those estimates under different assumptions or
conditions.
16
Results
of Operations
Revenue
The Company had no revenues for the
year ended December 31, 2008.
Expenses
The Company’s expenses for the year
ended December 31, 2008 was $17,928
Need
for Additional Financing
In the
event the Company is unable to establish sufficient operations in order to
generate adequate operating capital during this period, it anticipates that
additional financing may be required. There is no assurance, however, that
should any additional financing be required, that such financing will be
available, or if available, will be under adequate and reasonable
terms.
If we
raise additional funds through the issuance of equity securities, our existing
stockholders’ percentage ownership will be diluted. These equity
securities may also have rights superior to our common
stock. Additional debt or equity financing may not be available when
needed or on satisfactory terms. If adequate funds are not available
on acceptable terms, we may be unable to expand our products and services as
planned, respond to competition, pursue the development of our strategic
business plan or continue our operations.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company remains in the development stage and has experienced no significant
change in liquidity or capital resources or stockholder's equity. The
Company's balance sheet as of December 31, 2008, reflects total assets of
$2,887. The Company has minimal cash and no line of credit, other
than that which present management may agree to extend to or invest in the
Company. The Company will carry out its strategic business plan, as
discussed above, as effectively as reasonably possible. The Company cannot predict to what extent its
liquidity and capital resources will be diminished or to what extent its capital
will be further depleted by the operating losses (if any) of the
business.
Given the
recurring operating losses, accumulated deficit and the uncertainty as to
whether we will be able to obtain additional financing, there is substantial
doubt about our ability to continue as a going concern.
Aggregate
Contractual Obligations
None
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that we consider material.
Item
7. Financial Statements
PAGE
|
||||
Report
Of Independent Registered Public Accounting Firm
|
F-1
|
|||
FINANCIAL
STATEMENTS
|
||||
Balance
Sheets As Of December 31, 2008
|
F-2
|
|||
Statements
of Operations for the years ended December 31, 2008 and
2007
|
F-3
|
|||
Statements
of Stockholders’ equity (Deficit) for the years ended December 31, 2008
and 2007
|
F-4
|
|||
Statements
of Cash Flows for the Years Ended December 31, 2008 and
2007
|
F-5
|
|||
Notes
to the Financial Statements
|
F-6
|
17
OFFICES
OF
ARSHAD
M. FAROOQ, JD, CPA
201
N. Palomares St.
Pomona,
CA 91767
(909)
238-5361
(909)
972-1672 Fax
amfarooq@gmail.com
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Marvin’s
Place, Inc.
Chino
Hills, California
We have
audited the accompanying balance sheet of Marvin’s Place, Inc. (A development
Stage Company) as of December 31, 2008, and the related statements of
operations, stockholders’ equity, and cash flows from inception April 11, 2007
through December 31, 2008, and the period then ended. These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a best basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made the management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Marvin’s Place, Inc. (A Development
State Company) as of December 31, 2008 and the results of its operations, and
its cash flows from inception April 11, 2007 through December 31, 2008, and the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company’s lack of revenue, and significant losses as of December
31, 2008 raises substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
![](https://www.sec.gov/Archives/edgar/data/0001402479/000114420409021761/sig.jpg)
Arshad M.
Farooq
Pomona,
CA
April
13th.,
2008
Offices
of
Arshad M.
Farooq, JD
Certified
Public Accountant
F-1
Marvin's
Place, Inc.
(A
Development Stage Company)
Balance
Sheets
As of
12/31/2008
December 31,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 2,887 | $ | 76,965 | ||||
Total
Current Assets
|
2,887 | 76,965 | ||||||
TOTAL
ASSETS
|
$ | 2,887 | $ | 76,965 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 1,000 | $ | 56,750 | ||||
Advances
from related parties
|
- | 400 | ||||||
Total
Current Liabilities
|
1,000 | 57,150 | ||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
stock, 5,000,000 shares authorized at par value of $0.001, no shares
issued and outstanding
|
- | - | ||||||
Common
stock, 70,000,000 shares authorized at par value of $0.001; 3,500,000
shares issued and outstanding
|
3,500 | 3,500 | ||||||
Additional
paid-in capital
|
76,500 | 76,500 | ||||||
Deficit
accumulated during the development stage
|
(78,113 | ) | (60,185 | ) | ||||
Total
Stockholders' Equity
|
1,887 | 19,815 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 2,887 | $ | 76,965 |
The
accompanying notes are an integral part of these financial
statements.
F-2
Marvin's
Place, Inc.
(A
Development Stage Company)
Statements
of Operations
From
|
||||||||
Inception on
|
||||||||
For the Year
|
April 11, 2007
|
|||||||
Ended
|
Through
|
|||||||
December 31,
|
December 31,
|
|||||||
2008
|
2008
|
|||||||
REVENUES
|
$ | - | $ | - | ||||
COST
OF SALES
|
- | - | ||||||
GROSS
MARGIN
|
- | - | ||||||
OPERATING
EXPENSES
|
||||||||
General
and administrative
|
17,928 | 78,113 | ||||||
Total
Operating Expenses
|
17,928 | 78,113 | ||||||
INCOME
(LOSS) FROM OPERATIONS
|
$ | (17,928 | ) | $ | (78,113 | ) | ||
OTHER
EXPENSES
|
||||||||
Interest
expense
|
- | - | ||||||
Total
Other Expenses
|
- | - | ||||||
NET
LOSS BEFORE INCOME TAXES
|
(17,928 | ) | (78,113 | ) | ||||
INCOME
TAX EXPENSE
|
- | - | ||||||
NET
LOSS
|
$ | (17,928 | ) | $ | (78,113 | ) | ||
BASIC
LOSS PER SHARE
|
$ | (0.01 | ) | |||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
3,500,000 |
The
accompanying notes are an integral part of these financial
statements
F-3
Marvin's
Place, Inc.
(A
Development Stage Company)
Statements
of Stockholders' Equity
31-Dec-08
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance
on April 11, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash at $0.004 per share
|
2,000,000 | 2,000 | 3,000 | - | 5,000 | |||||||||||||||
Common
stock issued for cash at $0.05 per share
|
1,500,000 | 1,500 | 73,500 | - | 75,000 | |||||||||||||||
Net
loss for the year ended December 31, 2007
|
- | - | - | (60,185 | ) | (60,185 | ) | |||||||||||||
Balance, December
31, 2007
|
3,500,000 | 3,500 | 76,500 | (60,185 | ) | 19,815 | ||||||||||||||
Net
loss for the year ended December 31, 2008
|
- | - | - | (17,928 | ) | (17,928 | ) | |||||||||||||
Balance, December
31, 2008
|
3,500,000 | $ | 3,500 | $ | 76,500 | $ | (78,113 | ) | $ | 1,887 |
The
accompanying notes are an integral part of these financial
statements.
F-4
Marvin's
Place, Inc.
(A
Development Stage Company)
Statements of
Cash Flows
From
|
||||||||
Inception on
|
||||||||
For theYear
|
April 11, 2007
|
|||||||
Ended
|
Through
|
|||||||
December 31,
|
December 31,
|
|||||||
2008
|
2008
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (17,928 | ) | $ | (78,113 | ) | ||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||
Common
stock issued for services
|
- | - | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Increase
(decrease) in accounts payable
|
(55,750 | ) | 1,000 | |||||
Net
Cash Used by Operating Activities
|
(73,678 | ) | (77,113 | ) | ||||
INVESTING
ACTIVITIES
|
- | - | ||||||
FINANCING
ACTIVITIES
|
||||||||
Proceeds
from common stock issued
|
- | 80,000 | ||||||
Increase
in advances from related parties
|
(400 | ) | - | |||||
Net
Cash Used by Financing Activities
|
(400 | ) | 80,000 | |||||
NET
DECREASE IN CASH
|
(74,078 | ) | 2,887 | |||||
CASH
AT BEGINNING OF PERIOD
|
76,965 | - | ||||||
CASH
AT END OF PERIOD
|
$ | 2,887 | $ | 2,887 | ||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||
CASH
PAID FOR:
|
||||||||
Interest
|
- | - | ||||||
Income
taxes
|
- | - |
The
accompanying notes are an integral part of these financial
statements.
F-5
MARVIN’S
PLACE, INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
Note
1 – Nature of Organization and Significant Accounting Policies
a.
|
Organization
& Business Activities
|
The
Company was incorporated under the laws of the State of Nevada on April 11, 2007
to provide mailing & shipping services. The Company has not realized
significant revenues to date and therefore is classified as a development stage
company.
b.
|
Depreciation
|
The cost
of property and equipment will be depreciated over the estimated useful life of
4 to 7 years. Depreciated is computed using the straight-line method when assets
are placed in service.
c.
|
Accounting
Method
|
The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
d.
|
Cash
& Cash Equivalents
|
For the
purpose of the statements of cash flows, the Company considers all highly liquid
investments purchased with a maturity of three months or less to be a cash
equivalent.
e.
|
Estimates
|
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statement and the
reported amounts of revenues & expenses during the reporting
period.
f.
|
Revenue
Recognition
|
The
Company’s revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectability is reasonably assured. The Company recognizes revenue net of
an allowance for estimated returns, at the time the merchandise is sold or
services performed. The allowance for sales returns is estimated based on the
Company’s historical experience. Sales taxes are presented on a net basis
(excluded from revenues and costs). Payments received before all of the relevant
criteria for revenue recognition are satisfied are recorded as unearned
revenue.
g.
|
Organization
Costs
|
The
Company has expensed the costs of its incorporation.
F-6
MARVIN’S
PLACE, INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
h.
|
Advertising
|
The
Company follows the policy of charging the costs of advertising to expense as
incurred.
i.
|
Concentrations
of Risk
|
The
Company’s bank accounts are deposited in insured institutions. The funds are
insured up to $250,000. At December 31, 2008, the Company’s bank deposits did
not exceed the insured amounts.
j.
|
Basic
Loss Per Share
|
The
computation of the basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period.
For
the Year
|
||||
Ended
|
||||
December 31, 2008
|
||||
Loss
(Numerator)
|
$ | (17,928 | ) | |
Shares
(Denominator)
|
3,500,000 | |||
Per
share
amount
|
$ | (0.01 | ) |
k.
|
Income
Taxes
|
The
Company utilizes SFAS No. 109, “Accounting for Income Taxes”, which requires the
recognition of deferred tax assets & liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax basis of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, where necessary, to reduce deferred tax assets to the amount
expected to be realized.
The
Company accounts for income taxes using an asset & liability approach which
allows for the recognition and measurement of deferred tax assets based upon the
likelihood of realization of tax benefits in future years. Under the assets and
liability approach, deferred taxes are provided for the net tax effects of
temporary differences between the carrying amounts of assets & liabilities
for financial reporting purposes and the amounts used for income tax purposes. A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able to realize
their benefits, or that future deductibility is uncertain.
F-7
MARVIN’S
PLACE, INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
k.
|
Income
Taxes
|
Net
deferred tax assets consist of the following components as of December 31, 2008
and December 31, 2007.
December 31, 2008
|
December 31, 2007
|
|||||||
Deferred
tax assets
|
||||||||
NOL
Carryover
|
$ | 30,464 | $ | 23,472 | ||||
Deferred
tax liabilities
|
-0- | -0- | ||||||
Valuation
allowance
|
(30,464 | ) | (23,472 | ) | ||||
Net
deferred tax assets
|
$ | -0- | $ | -0- |
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal, and state income tax rates of 39% to pretax income
from continuing operations for the periods ended December 31, 2008 and
2007.
At
December 31, 2008, the Company had net operating loss carry forwards of
approximately $78,113. That may be offset against future taxable income through
2028. No tax benefit has been reported in the December 31, 2008 financial
statements since the potential tax benefit is offset by a valuation allowance of
the same amount.
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
carry forwards for Federal Income tax reporting purposes are subject to annual
limitations. When a change in ownership occurs, net operating loss carry
forwards may be limited as to use in future years.
Note
2 – Going Concern
The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
F-8
MARVIN’S
PLACE, INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
Note
3 – Stock Offering
During
April 2007, the Company sold 2,000,000 shares of its common stock to its
founders for cash of $5,000. During December 2007, the Company sold 1,500,000
shares of its common stock in a private placement for cash of
$75,000.
Note
4 – Recent Accounting Pronouncements
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. The Company is still
evaluating the effect of the pronouncement on its financial
statements.
In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”. SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”. SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time
F-9
MARVIN’S
PLACE, INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133. This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment. In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51. This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
F-10
MARVIN’S
PLACE, INC.
(A
Development Stage Company)
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’ This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before that date. The effective date of this statement is the
same as that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007.
Early
adoption is permitted as of the beginning of the previous fiscal year provided
that the entity makes that choice in the first 120 days of that fiscal year and
also elects to apply the provisions of SFAS No. 157 Fair Value
Measurements. The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
F-11
PART
III
Item
9. Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act.
Directors,
Executive Officers, Promoters and Control Persons
Marvin’s
Place, Inc.'s sole director was elected by the stockholders to a term of one (1)
year and serves until a successor is elected and qualified. The
officers were appointed by the Board of Directors to a term of one (1) year and
serve until successor(s) are duly elected and qualified, or until removed from
office. The Board of Directors is not composed of any nominating,
auditing or compensation committees.
The
following table sets forth certain information regarding the executive officers
and sole director of MPI as of the date of this Prospectus:
Name
and Address
|
Age
|
Position
|
||
Georgette
Mathers
8860
Greenlawn Street
Riverside,
CA 92508
|
55
|
President,
Secretary, Treasurer and
Director
|
Ms.
Mathers has held her offices/positions since January 22, 2009 and is expected to
continue to hold these offices/positions until the next annual meeting of MPI's
stockholders. At the date of this filing, MPI is not engaged in any
transactions, either directly or indirectly, with any persons or organizations
considered promoters.
Background
of Directors, Executive Officers, Promoters and Control Persons
Georgette
Mathers – President, Treasurer, Secretary, and Director – Ms. Mathers is a
corporate paralegal and has worked in the legal profession for over 20
years.
Family
Relationships
None.
Involvement
in Certain Legal Proceedings
No
director, officer, significant employee, or consultant has been convicted in a
criminal proceeding, exclusive of traffic violations and other minor
offenses.
No
director, officer, significant employee, or consultant has been permanently or
temporarily enjoined, barred, suspended, or otherwise limited from involvement
in any type of business, securities or banking activities.
No
director, officer, significant employee, or consultant has been convicted of
violating a federal or state securities or commodities law.
Audit
Committee Financial Expert
We do not
have a standing audit committee. In addition, our Board of Directors
has determined that we do not have an audit committee financial expert serving
on our Board of Directors. We believe, given the early stages of our
development and our lack of operating history, that an audit committee financial
expert is not necessary at the present time.
18
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934, as amended requires our directors
and executive officers, and persons who beneficially own more than 10% of a
registered class of our equity securities, to report their initial beneficial
ownership and any subsequent changes in that beneficial ownership of our
securities to the SEC. Directors, executive officers and beneficial
owners of more than 10% of our Company's common stock are required by SEC
regulations to furnish us with copies of all Section 16(a) forms that they
file.
Based
solely upon a review of the copies of such forms furnished to us, we believe
that for the fiscal year ended December 31, 2008directors, executive officers,
and beneficial owners complied with Section 16(a) filing requirements applicable
to them.
Code
of Ethics
To date,
we have not adopted a Code of Ethics as described in Item 406 of Regulation
S-B. Given the early stages of our development, we have not dedicated
our limited resources to the drafting and review of a code of
ethics.
Item 10. Executive
Compensation.
SUMMARY
COMPENSATION TABLE
Annual Compensation ($)
|
Long Term Compensation
|
|||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||||
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Other Annual
Compensation(1)
|
Restricted Stock Awards ($)
|
|||||||||||||
Chong
Kim, CEO, Chairman of the Board
|
2008
|
0 | 0 | 0 | 0 | |||||||||||||
2007
|
0 | 0 | 0 | 0 | ||||||||||||||
Georgette
Mathers
|
2008
|
0 | 0 | 0 | 0 |
There are
no existing or planned option or SAR grants.
Agreements
with Directors and Executive Officers
Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The
following table sets forth certain information as of December 31, 2008 with
respect to the beneficial ownership of our common stock by the following
individuals: (a) each person known by the Company to be beneficial owners of
more than 5% of the outstanding shares of our common stock; (b) each of our
Directors; (c) each of our named executive officers; and (d) all of our
directors and executive officers as a group. Unless otherwise
specified, the named beneficial owner has, to our knowledge, either sole or
majority voting and investment power.
Name and Address of Beneficial
Owner of Shares (1)
|
Amount of Shares
Beneficially Owned
|
Percentage of
Class
|
||||||
Chong
Kim
|
2,000,000 | 57.14 | % | |||||
2,000,000 | 57.14 | % | ||||||
All
Directors and Executive Officers as a Group
|
2,000,000 | 57.14 | % |
(1) See
"Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act" for addresses and positions
with our Company.
Item
12. Certain Relationships and Related Transactions.
On or
about April 5, 2007, we issued 2,000,000 shares of $0.001 par value common stock
to Chong Kim, an officer and director, in exchange for cash and services in the
amount of $5,000.
19
Item 13. Exhibits and Reports on Form 8-K.
Name
and/or Identification of Exhibit
3.1
|
Articles
of Incorporation of the Registrant, incorporated be reference to the
issuer’s Form SB-2 as filed on June 27, 2007
|
3.2
|
Bylaws
of the Registrant, incorporated be reference to the issuer’s Form SB-2 as
filed on June 27, 2007
|
31.1
|
Certification
of Georgette Mathers Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
|
Item
14. Principal Accountant Fees and Services.
We paid
the following estimated fees since inception, to the OFFICES OF ARSHAD M.
FAROOQ, JD, CPA.
Inception to December 31, 2008
|
||||
Audit
Fees
|
$ | 3,500 | ||
Audit-Related
Fees
|
$ | |||
Tax
Fees
|
$ | |||
All
Other Fees
|
$ | 0 | ||
Total
|
$ | 3,500 |
"Audit
Fees" consisted of fees billed for services rendered for the audit of our annual
financial statements and for review of the financial statements included in our
quarterly reports on Form 10-QSB.
OFFICES
OF ARSHAD M. FAROOQ, JD, CPA did not perform any non-audit services for
us.
We have
no formal audit committee. However, the entire Board of Directors (the
"Board") is our de facto audit committee.
The Board
discussed with the auditors any relationships that may impact their objectivity
and independence and satisfied itself as to the auditors'
independence.
The Board
reviewed the audited financial statements of our Company as of and for the year
ended December 31, 2008, with management and the independent auditors.
Management has the responsibility for the preparation of our Company’s
financial statements and the independent auditors have the responsibility for
the examination of those statements.
Based on
the above-mentioned review and discussions with the independent auditors and
management, the Board of Directors approved our Company's audited consolidated
financial statements and recommended that they be included in its Annual Report
on Form 10-K for filing with the Securities and Exchange
Commission.
20
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Marvin’s
Place, Inc.
|
||
Date: April
20, 2009
|
By:
|
/s/
Georgette Mathers
|
Georgette Mathers
|
||
Chief Executive
Officer
|
Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:
Signature
|
Title(s)
|
Date
|
||
/s/ Georgette Mathers
|
Chief
Executive Officer and Director
|
April
20, 2009
|
||
Georgette
Mathers
|
(Principal
Executive Officer)
|
|||
/s/ Georgette Mathers
|
Chief
Financial Officer and Director
|
April
20, 2009
|
||
Georgette
Mathers
|
(Principal
Financial and Accounting Officer)
|
21