META MATERIALS INC. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008
Commission File
Number: 000-53473
_______________________________
POLE
PERFECT STUDIOS, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
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74-3237581
|
|
|
(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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34570
Rockcliff Place
Longwood,
Florida 32779
(Address
of principal executive offices, including zip code)
(407)
733-4200
(Registrant's
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.001 par value per share
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Title
of class
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Name
of each exchange on which registered
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|
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Common
Stock. $0.001 par value per share
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None
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1
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
405 of the Securities Act. Yes o
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act. Yes x No o
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
x No o
Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer o
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Accelerated
filer o
|
|
|
Non-accelerated
filer o
(Do
not check if smaller reporting company)
|
Smaller
Reporting Company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes x No o
The
Registrant had outstanding 4,301,734 shares of Common Stock par value $0.001 as
of March 30, 2009
DOCUMENTS
INCORPORATED BY REFERENCE
The
following documents (or portions thereof) are incorporated herein by
reference: registration statement and exhibits thereto filed on Form
S-1 filed on March 2, 2008 are incorporated by reference within Part I and Part
II herein.
2
INDEX
POLE
PERFECT STUDIOS, INC.
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PAGE
NO
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PART I
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ITEM 1
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BUSINESS
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4
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|
ITEM 1A
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RISK
FACTORS
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6
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|
ITEM
1B
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UNRESOLVED
STAFF COMMENTS
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8
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ITEM 2
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PROPERTIES
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8
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ITEM 3
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LEGAL
PROCEEDINGS
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8
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ITEM 4
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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8
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PART II
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||
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ITEM 5
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MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
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9
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ITEM 6
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SELECTED
FINANCIAL DATA
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9
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ITEM 7
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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9
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ITEM 7A
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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9
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ITEM 8
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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10
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ITEM 9
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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10
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ITEM 9A(T)
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CONTROLS
AND PROCEDURES
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10
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ITEM 9B
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OTHER
INFORMATION
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13
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PART III
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ITEM 10
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DIRECTORS
AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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13
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ITEM 11
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EXECUTIVE
COMPENSATION
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16
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ITEM 12
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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17
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ITEM 13
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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18
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ITEM 14
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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18
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PART IV
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ITEM 15
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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19
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SIGNATURES
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21
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3
PART I.
Cautionary
Note
This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, which are subject to a number of risks
and uncertainties. All statements that are not historical facts are
forward-looking statements, including statements about our business strategy,
the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements,
uncertainty regarding our future operating results and our profitability,
anticipated sources of funds and all plans, objectives, expectations and
intentions and the statements regarding future potential revenue, gross margins
and our prospects for fiscal 2009. These statements appear in a number of places
and can be identified by the use of forward-looking terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "future," "intend," or "certain" or the negative of these terms or
other variations or comparable terminology, or by discussions of
strategy.
Actual
results may vary materially from those in such forward-looking statements as a
result of various factors that are identified in "Item 1A.—Risk Factors"
and elsewhere in this document. No assurance can be given that the risk factors
described in this Annual Report on Form 10-K are all of the factors that
could cause actual results to vary materially from the forward-looking
statements. References in this Annual Report on Form 10-K to
(i) the "Company," the "Registrant," "Pole Perfect” "we," "our," “PPSI” and
"us" refer to Pole Perfect Studios, Inc.
Investors
and security holders may obtain a free copy of the Annual Report on
Form 10-K and other documents filed by Pole Perfect with the Securities and
Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free
copies of the Annual Report on Form 10-K and other documents filed by Pole
Perfect with the SEC may also be obtained from Pole Perfect by directing a
request to Pole Perfect Studios, Inc., Attention: Tammy Skalko,34570
Rockcliff Place, Longwood, Florida 32779.
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BUSINESS.
|
General
4
Description
of Business
Our
business plan is to operate a dance studio that offers a full line of services
not traditionally found at health and fitness centers that will cater to both
genders. Pole Perfect Studios intends to focus on branding, adding
signature services and offering fitness and weight loss services that are
preformed in an environment that will provide the client with a safe and
supportive environment in which to work toward achieving their objectives. Pole
Perfect Studios plan to use music of many genres to create a fun and relaxing
atmosphere. We intend to identify the most popular types of music and will
winnow or de-emphasize less popular ones. In this way, the objective on the part
of management is to build an environment that appeal to the broadest cross
section of potential clients. Pole Perfect Studios intends to be creative in
educating clients as to the value of getting fit and losing
weight. As part of branding, our services will have a local flavor
creating an inviting atmosphere.
Since our
inception, we have been primarily engaged in business planning activities,
including researching dance studio design trends, developing our economic models
and financial forecasts, performing due diligence regarding potential store
front locations, investigating and analyzing income and age demographics for
areas surrounding potential locations, evaluating the community’s attitude
toward business and searching for providers of additional capital to finance the
build-out of our first location.
Investors
must be aware that we are a development stage Company that has generated no
revenues from operations since our inception on October 30, 2007. We rely upon
the sale of our securities and funds provided by management to cover expenses.
In addition, our independent accountant has issued an opinion indicating that
there is substantial doubt about our ability to continue as a going concern.
Additional capital must be obtained by us to implement our business plan and
there is no assurance that financing to cover the costs of implementation of our
business plan can be obtained. We do not, as of the date of this annual report,
have any commitments from any provider of capital to provide the required
funds.
Over the
course of the next three to six months we plan to identify an experienced
Internet service provider to develop a comprehensive internet presence.
Additionally, we plan on identifying local business organizations for women,
service groups, small business development companies, and governmental
organizations that may be instrumental in assisting us in making our services
known to potential clients.
Local
advertising will be initiated when resources become available. Direct mail will
be utilized to offer discounts, increase consumer awareness and augment the
individual client base.
The
health and fitness industry is mature and has many levels of
competition. The industry in general is very fragmented, although a
few large, well-capitalized companies that are both national and regional exist,
most of our competition will come from dance studios and fitness centers within
our local or regional market.
5
Most
companies have two methods of promoting revenues through corporate efforts
consisting mainly of local media exposure and sales and promotions through their
internet websites. In addition to competing with these giants,
insufficient cash flow and lack of marketing expertise may restrict our ability
to succeed in the health and fitness sector. There can be no assurance that Pole
Perfect Studios will ever be able to compete with any of the competitors
described herein. In addition, there may be other competitors the
Company is unaware of at this time that would also impede or prevent the
Company’s success.
Pole
Perfect has not conducted any product research and development since inception.
There was no purchase or sale of any plant and or significant
equipment. We have no patents, trademarks licenses, or labor
contracts. We currently are not aware of any governmental approval required to
conduct our business.
There is
no market for our common stock and we cannot provide any guarantee or assurance
market will ever develop for the common stock in the future. If such
a market is not developed shareholders would not be able to sell their shares
and likely lose their entire investment.
Other
than Tammy Skalko and James Beshara whom are officers and directors of the
Company there are no other employees. Currently they are both
donating their time to the development of the Company. There is no
employment agreement by and between us and Ms. Skalko or Mr.
Beshara.
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ITEM
1A
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RISK
FACTORS
|
Factors
Affecting Future Operating Results
This
Annual Report on Form 10-K contains forward-looking statements concerning
our future programs, expenses, revenue, liquidity and cash needs as well as our
plans and strategies. These forward-looking statements are based on current
expectations and we assume no obligation to update this information, except as
required by applicable laws and regulations. Numerous factors could cause actual
results to differ significantly from the results described in these
forward-looking statements, including the following risk factors.
Because
our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue activities in which case you could lose your
investment.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease activities, which would
result in a complete loss of any investment made into the Company.
6
We
were incorporated on October 30, 2007 and we have not started our proposed
business activities or realized any revenues. Since inception we have
accumulated a loss of $36,996. We have no operating history upon
which an evaluation of our future success or failure can be made. Based upon
current plans, we expect to incur operating losses in future periods. This will
happen because there are expenses associated with the research. Failure to
generate revenues will cause us to suspend or cease activities.
If
we are able to complete financing through the sale of additional shares of our
common stock in the future, then shareholders will experience
dilution.
The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell shares
of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares then outstanding. To
raise additional capital we may have to issue additional shares, which may
substantially dilute the interests of existing shareholders. Alternatively, we
may have to borrow large sums, and assume debt obligations that require us to
make substantial interest and capital payments.
We
are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we
are unable to timely comply with section 404 or if the costs related to
compliance are significant, our profitability, stock price and results of
operations and financial condition could be materially adversely
affected.
We are
required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act
of 2002, which require us to maintain an ongoing evaluation and integration of
the internal controls of our business. We were required to document and test our
internal controls and certify that we are responsible for maintaining an
adequate system of internal control procedures for the year ended December 31,
2008. In subsequent years, our independent registered public accounting firm
will be required to opine on those internal controls and management’s assessment
of those controls. In the process, we may identify areas requiring improvement,
and we may have to design enhanced processes and controls to address issues
identified through this review.
We
evaluated our existing controls for the year ended December 31, 2008. Our Chief
Executive Officer and Chief Financial Officer identified material weaknesses in
our internal control over financial reporting and determined that we did not
maintain effective internal control over financial reporting as of December 31,
2008. The identified material weaknesses did not result in material audit
adjustments to our 2008 financial statements; however, uncured material
weaknesses could negatively impact our financial statements for subsequent
years.
We cannot
be certain that we will be able to successfully complete the procedures,
certification and attestation requirements of Section 404 or that our auditors
will not have to report a material weakness in connection with the presentation
of our financial statements.
7
If we
fail to comply with the requirements of Section 404 or if our auditor’s report
such material weakness, the accuracy and timeliness of the filing of our annual
report may be materially adversely affected and could cause investors to lose
confidence in our reported financial information, which could have a negative
effect on the trading price of our common stock. In addition, a material
weakness in the effectiveness of our internal controls over financial reporting
could result in an increased chance of fraud and the loss of customers, reduce
our ability to obtain financing and require additional expenditures to comply
with these requirements, each of which could have a material adverse effect on
our business, results of operations and financial condition.
Further,
we believe that the out-of-pocket costs, the diversion of management’s attention
from running the day-to-day operations and operational changes caused by the
need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act
could be significant. If the time and costs associated with such compliance
exceed our current expectations, our results of operations could be adversely
affected.
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ITEM
1B
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UNRESOLVED
STAFF COMMENTS
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None
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PROPERTIES.
|
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ITEM
3
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LEGAL
PROCEEDINGS.
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Pole
Perfect is not currently a party to any legal proceedings. Pole Perfect’s agent
for service of process in Nevada is: Genesis Corporate Development, LLC, 1500
Cliff Branch Drive, Henderson, NV 89014.
|
ITEM
4
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
None
8
|
MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
|
Our
common stock is not quoted on any exchange or any over the counter
medium. There is no market for our common stock and there can be no
guarantee that a market will ever develop in the future.
The
authorized common stock of the Company consists of 70,000,000 shares with par
value of $0.001. On November 5, 2007, the Company authorized the
issuance of 3,754,639 shares of its $.001 par value common stock. The
three founders paid $29,000 for 3,600,000 shares, or $0.00806 per
share. Two unaffiliated persons acquired 154,639 shares of Common
Stock in exchange for $3,000 in services rendered. This represents a
price paid for their shares of $0.0194 per share. As of December 31,
2008, the shares were issued and outstanding. During the year ended December 31,
2008, the Company issued a total of 547,095 shares for a total cash
consideration of $38,297.
We did
not declare or pay dividends during the Fiscal Year 2008 and do not anticipate
declaring or paying dividends in fiscal year 2009.
We had no
equity compensation plan in 2008.
Summary of Financial
Data
|
|
As
of December 31, 2008
|
|||
|
Revenues
|
$
|
0
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||
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Operating
Expenses
|
$
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36,996
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||
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Earnings
(Loss)
|
$
|
(36,996)
|
||
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Total
Assets
|
$
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33,301
|
||
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Liabilities
|
$
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0
|
||
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Shareholders’
Equity
|
$
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33,301
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||
9
The
following discussion is intended to assist in the understanding and assessment
of significant changes and trends related to the results of operations and
financial condition of Pole Perfect Studios, Inc. This discussion and analysis
should be read in conjunction with our financial statements and notes thereto
included elsewhere in this Annual Report on Form 10-K for the fiscal year
ended December 31, 2008.
Critical
Accounting Policies
The
preparation of our consolidated financial statements and notes thereto requires
management to make estimates and assumptions that affect the amounts and
disclosures reported within those financial statements. On an ongoing basis,
management evaluates its estimates, including those related to revenue
recognition, contingencies, litigation and income taxes. Management bases its
estimates and judgments on historical experiences and on various other factors
believed to be reasonable under the circumstances. Actual results under
circumstances and conditions different than those assumed could result in
differences from the estimated amounts in the financial statements. There have
been no material changes to these policies during fiscal 2008. As of
December 31, 2008 the Company has not identified any critical estimates that are
used in the preparation of the financial statements.
Liquidity and Capital Resources.
At the end of fiscal year 2008 we had $33,301 of cash on hand and
available we had no liabilities. We must secure additional funds in
order to continue our business. We cannot provide any assurance that we will be
able to raise additional proceeds or secure additional loans in the future to
cover our expenses related to developing our business; we cannot provide any
assurance that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. If we are unable to
accomplish raising adequate funds then it would be likely that any investment
made into the Company would be lost in its entirety.
Results of Operations. We
have not begun operations and we have not generated any
revenues. Since incorporation we have incurred a loss of
$36,996.
Off-Balance Sheet
Arrangements. None
|
ITEM
7A
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
We do not
currently hold any market risk sensitive instruments entered into for hedging
transaction risks related to foreign currencies. In addition, we have not
entered into any transactions with derivative financial instruments for trading
purposes.
10
Our
financial statements appear beginning on page F-1, immediately following the
signature page of this report.
None
Disclosure
Controls and Procedures
Management
of Pole Perfect Studios, Inc. is responsible for maintaining disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in the reports that the Company files or submits under the Securities
Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms. In addition, the disclosure controls and
procedures must ensure that such information is accumulated and communicated to
the Company’s management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
financial and other required disclosures.
At the
end of the period covered by this report, an evaluation of the effectiveness of
our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and
15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was
carried out under the supervision and with the participation of our Principal
Executive Officer, Principal Financial and Accounting Officer, Tammy Skalko.
Based on her evaluation of our disclosure controls and procedures, she concluded
that during the period covered by this report, such disclosure controls and
procedures were not effective to detect the inappropriate application of US GAAP
standards. This was due to deficiencies that existed in the design or operation
of our internal control over financial reporting that adversely affected our
disclosure controls and that may be considered to be “material
weaknesses.”
Pole
Perfect Studios, Inc. will continue to create and refine a structure in which
critical accounting policies and estimates are identified, and together with
other complex areas, are subject to multiple reviews by accounting personnel. In
addition, Pole Perfect Studios will enhance and test our year-end financial
close process. Additionally, Pole Perfect’s audit committee will increase its
review of our disclosure controls and procedures. Finally, we plan to designated
individuals responsible for identifying reportable developments. We believe
these actions will remediate the material weakness by focusing additional
attention and resources in our internal accounting functions. However, the
material weakness will not be considered remediated until the applicable
remedial controls operate for a sufficient period of time and management has
concluded, through testing, that these controls are operating
effectively.
11
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed to provide reasonable assurance to our management and
board of directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements; (iii) provide reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
(iv) provide reasonable assurance that unauthorized acquisition, use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because changes in conditions may occur or the degree of compliance
with the policies or procedures may deteriorate.
Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. This assessment is based on the criteria for
effective internal control described in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its assessment, management concluded that our internal control over
financial reporting as of December 31, 2008 was not effective in the
specific areas described in the “Disclosure Controls and Procedures” section
above and as specifically described in the paragraphs below.
As of
December 31, 2008 the Principal Executive Officer/Principal Financial
Officer identified the following specific material weaknesses in the Company’s
internal controls over its financial reporting processes:
•
Policies and Procedures for the Financial Close and Reporting Process —
Currently there are no policies or procedures that clearly define the roles in
the financial close and reporting process. The various roles and
responsibilities related to this process should be defined, documented, updated
and communicated. Failure to have such policies and procedures in place amounts
to a material weakness to the Company’s internal controls over its financial
reporting processes.
•
Representative with Financial Expertise — For the year ending December 31,
2008, the Company did not have a representative with the requisite knowledge and
expertise to review the financial statements and disclosures at a sufficient
level to monitor the financial statements and disclosures of the Company.
Failure to have a representative with such knowledge and expertise amounts to a
material weakness to the Company’s internal controls over its financial
reporting processes.
12
•
Adequacy of Accounting Systems at Meeting Company Needs — The accounting system
in place at the time of the assessment lacks the ability to provide high quality
financial statements from within the system, and there were no procedures in
place or built into the system to ensure that all relevant information is
secure, identified, captured, processed, and reported within the accounting
system. Failure to have an adequate accounting system with procedures to ensure
the information is secure and accurately recorded and reported amounts to a
material weakness to the Company’s internal controls over its financial
reporting processes.
•
Segregation of Duties — Management has identified a significant general lack of
definition and segregation of duties throughout the financial reporting
processes. Due to the pervasive nature of this issue, the lack of adequate
definition and segregation of duties amounts to a material weakness to the
Company’s internal controls over its financial reporting processes.
In light
of the foregoing, once we have the adequate funds, management plans to develop
the following additional procedures to help address these material
weaknesses:
• Pole
Perfect Studios will create and refine a structure in which critical accounting
policies and estimates are identified, and together with other complex areas,
are subject to multiple reviews by accounting personnel. In addition, we plan to
enhance and test our month-end and year-end financial close process.
Additionally, our audit committee will increase its review of our disclosure
controls and procedures. We also intend to develop and implement policies and
procedures for the financial close and reporting process, such as identifying
the roles, responsibilities, methodologies, and review/approval process. We
believe these actions will remediate the material weaknesses by focusing
additional attention and resources in our internal accounting functions.
However, the material weaknesses will not be considered remediated until the
applicable remedial controls operate for a sufficient period of time and
management has concluded, through testing, that these controls are operating
effectively.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
This
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Changes
in Internal Controls
There
have been no changes in our internal control over financial reporting that
occurred during our fiscal quarter ended December 31, 2008 that have
materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.
13
|
ITEM
9B
|
OTHER
INFORMATION.
|
None
PART
III
The
following table provides the names and addresses of each person known to Pole
Perfect Studios to own more than 5% of the outstanding common stock as of
October 31, 2007, and by the Officers and Directors, individually and as a
group. Except as otherwise indicated, all shares are owned
directly.
|
Title
of class
|
Name
and address of beneficial owner
|
Amount
of beneficial ownership
|
Percent
of class
|
|||
|
Common
Stock
|
Tammy
Skalko
|
1,200,000,
shares
|
28%
|
|||
|
3457
Rockcliff Place
|
||||||
|
Longwood,
Florida 32779
|
||||||
|
Common
Stock
|
James
Beshara
|
1,200,000
shares
|
28%
|
|||
|
35
Watergate
|
||||||
|
Unit
1103
|
||||||
|
Sarasota,
Florida 34236
|
||||||
|
Common
Stock
|
Harry
Stone II
|
1,200,000
shares
|
28%
|
|||
|
5611
Woodview Drive
|
||||||
|
Longwood,
Florida 34779
|
||||||
|
Total
Ownership
|
3,600,000
shares
|
84%
|
The
percent of class is based on 4,301,734 shares of common stock issued and
outstanding as of December 31, 2007.
DIRECTOR,
EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Pole
Perfect Studios’ executive Officer, Director and Control affiliate and their
respective ages as of December 31, 2008 are as follows:
14
Directors:
|
Name of Director
|
Age
|
|
|
Tammy
Skalko
|
35
|
|
|
James
Beshara
|
57
|
Executive
Officers:
|
Name of Officer
|
Age
|
Office
|
|
|
Tammy
Skalko
|
35
|
President,
Chief Financial Officer, and
|
|
|
James
Beshara
|
57
|
Treasurer/Secretary
|
|
|
Harry
Stone II
|
47
|
Affiliate
|
The term
of office for each director is one year, or until the next annual meeting of the
shareholders.
Biographical
Information
Set forth
below is a brief description of the background and business experience of our
executive Officers and Directors for the past five years.
Tammy
Skalko, President, Member of the Board of Directors.
Tammy
Skalko has spent the past few years in the field of dance as an instructor as
well as performer and choreographer. She recently opened her own dance studio.
Previously she was engaged in the luxury residential real estate market for
eleven years. For five years she was owner/broker of two real estate companies
specializing in high end homes. She graduated from Rollins College with a BS
degree in Organizational Communication. Ms. Skalko currently splits
her time approximately equally between her current work obligations and Pole
Perfect Studios. This represents a commitment of about 15 hours per week for the
Company. Ms. Skalko will be able to spend up to 15 hours per week on
the development of Pole Perfect Studios, Inc. at no cost to the
Company.
James
Beshara, Secretary, Member if the Board of Directors.
Mr.
Beshara has been a residential, commercial and industrial real estate developer
since 1973 and is an entrepreneur with significant interests in a variety of
enterprises. From 1982 through 2000, Mr. Beshara was Chief Executive Officer of
B&B Construction & Development Company of Ohio, and has manufactured,
financed and distributed products in both Taiwan and mainland China for the
United States and European markets.
15
He
also financed Alternative Construction Company, Melbourne, Florida, Solar Nights
Industries, St. Louis, Missouri and Phantom Entertainment, Seattle,
Washington.
Harry
C. Stone II, CRD 1961250, Control Person.
Mr. Stone
first was licensed by the self regulating body that was previously known as the
National Association of Securities Dealers (NASD) and today is known as the
Financial Industry Regulatory Authority FINRA in 1989. He has extensive
experience in banking, debt and equity financing and trading. He was most
recently Director of Corporate Finance with Park Financial from 2003-2007 and
co-founded Thomas Anthony & Associates in 2007. Mr. Stone is a graduate of
University of Central Florida with a B.S. in Finance and a concentration in
Financial Services. He holds the series 7, 24, 55 and 63
licenses.
Pole
Perfect Studios’ Officers and Directors has not been involved, during the past
five years, in any bankruptcy proceeding, conviction or criminal proceedings;
has not been subject to any order, judgment, or decree, not subsequently
reversed or suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
has not been found by a court of competent jurisdiction, the Commission or the
Commodity Futures trading Commission to have violated a federal or state
securities or commodities law.
Significant Employees. We do
not employ any non-officers who are expected to make a significant contribution
to its business.
Corporate
Governance
Nominating
Committee. We have not established a Nominating Committee
because of our limited operations; and because we have only one director and
officer, we believe that we are able to effectively manage the issues normally
considered by a Nominating Committee.
Audit
Committee. We have has not established an Audit Committee
because of our limited operations; and because we have only one director and
officer, we believe that we are able to effectively manage the issues normally
considered by a Audit Committee.
Code of Ethics. The Company’s
Board of Directors has approved a Code of Ethics for management relating to
financial disclosures and filings related to future reporting
requirements. This document was filed as an exhibit to the S-1
registration on March 5, 2008 and can be viewed at the SEC website –
www.sec.gov.
16
|
ITEM 11
|
EXECUTIVE
COMPENSATION.
|
EXECUTIVE
COMPENSATION
Summary Compensation
Table
|
Name
and principal position
|
Fiscal
Year
|
Salary
|
Bonus
|
Other
annual compensation
|
Restricted
Stock award(s)
|
Securities
underlying
options/
SARs
|
LTIP
payouts
|
All
other compensation
|
||||||||
|
Tammy
Skalko
|
2007
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||
|
Director,
President
|
||||||||||||||||
|
James
Beshara
|
2007
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||
|
Director,
|
||||||||||||||||
|
Secretary/Treas
|
There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended December 31, 2008. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period ended
December 31, 2008. No compensation is anticipated within the next six
months to any officer or director of the Company.
Stock Option
Grants
We did
not grant any stock options to the executive officer during the most recent
fiscal period ended December 31, 2008. We have also not granted any
stock options to the executive officer of the Company.
17
|
|
The
following table provides the names and addresses of each person known to Pole
Perfect Studios to own more than 5% of the outstanding common stock as of
December 31, 2008, and by the management of the Company.
|
Title
of class
|
Name
and address of beneficial owner
|
Amount
of beneficial ownership
|
Percent
of class
|
|||
|
Common
Stock
|
Tammy
Skalko
|
1,200,000,
shares
|
28%
|
|||
|
3457
Rockcliff Place
|
||||||
|
Longwood,
Florida 32779
|
||||||
|
Common
Stock
|
James
Beshara
|
1,200,000
shares
|
28%
|
|||
|
35
Watergate
|
||||||
|
Unit
1103
|
||||||
|
Sarasota,
Florida 34236
|
||||||
|
Common
Stock
|
Harry
Stone II
|
1,200,000
shares
|
28%
|
|||
|
5611
Woodview Drive
|
||||||
|
Longwood,
Florida 34779
|
||||||
|
Total
Ownership
|
3,600,000
shares
|
84%
|
*The
percent of class is based on 4,301,734 shares of common stock issued and
outstanding as of December 31, 2008
18
During
Fiscal Year 2008, there were no material transactions between the Company and
any Officer, Director or related party has not, since the date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect
us:
|
·
|
The
Officers and Directors;
|
|
·
|
Any
person proposed as a nominee for election as a
director;
|
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to the outstanding shares of common
stock;
|
|
·
|
Any
relative or spouse of any of the foregoing persons who have the same house
as such person.
|
Any
future transactions between us and our Officers, Directors, and Affiliates will
be on terms no less favorable to us than can be obtained from unaffiliated third
parties. Such transactions with such persons will be subject to approval of our
Board of Directors.
As of
December 31, 2008 the Company has incurred auditing expenses of approximately
$10,000 which includes bookkeeping and auditing services. There were
no other audit related services or tax fees incurred.
19
PART
IV
|
(a)
|
The
following documents have been filed as a part of this Annual Report on
Form 10-K.
|
|
1.
|
Financial
Statements
|
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheets
|
F-2
|
|
Statements
of Operations
|
F-3
|
|
Statements
of Stockholders' Equity
|
F-4
|
|
Statements
of Cash Flows
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
|
2.
|
Financial
Statement Schedules.
|
All
schedules are omitted because they are not applicable or not required or because
the required information is included in the Financial Statements or the Notes
thereto.
|
3.
|
Exhibits.
|
The
following exhibits are filed as part of, or incorporated by reference into, this
Annual Report:
EXHIBIT
|
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation are incorporated herein by reference to Form S-1, filed
on March 2, 2008.
|
|
3.2
|
By-Laws
are incorporated herein by reference to Form SB-2, filed on March 2,
2008.
|
|
31.1
|
8650
SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
|
|
32.1
|
4700
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
|
20
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
POLE
PERFECT STUDIOS, INC.
|
||
|
By:
|
/s/ Tammy
Skalko
|
|
|
Tammy
Skalko
|
||
|
President
|
||
|
Chief
Executive Officer
|
||
|
Chief
Financial Officer
|
||
|
Chief
Accounting Officer
|
||
|
Director
|
||
|
Date:
March 30, 2009
|
||
21
POLE
PERFECT STUDIOS, INC.
(A
DEVELOPMENT STAGE ENTERPRISE)
Financial
Statements
For the
Year Ended December 31, 2008
And the
Period
October
30, 2007 (Inception) to December 31, 2007
22
Financial
Statements
For the
Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
TABLE
OF CONTENTS
|
Page(s)
|
||
|
Report
of Independent Registered Accounting Firm
|
F-1
|
|
|
Balance
Sheets as of December 31, 2008 and 2007
|
F-2
|
|
|
Statements
of Operations for the year ended December 31, 2008, the
period October 30, 2007 (inception) to December 31, 2007, and
the period October 31, 2007 (inception) to December 31,
2008
|
F-3
|
|
|
Statement
of Changes in Stockholders’ Equity for the period October 30,
2007 (inception) to December 31, 2008
|
F-4
|
|
|
Statements
of Cash Flows for the year ended December 31, 2008, the
period October 30, 2007 (inception) to December 31, 2007, and
the period October 31, 2007 (inception) to December 31,
2008
|
F-5
|
|
|
Notes
to Financial Statements
|
F-6-F-15
|
|
23
Patrick
Rodgers, CPA, PA
309 E.
Citrus Street
Altamonte
Springs, FL 32701
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Stockholders and Board of Directors
Pole
Perfect Studios, Inc.
I have
audited the accompanying balance sheets of Pole Perfect Studios, Inc. (a
development stage company) as of December 31, 2008 and 2007 and the statements
of operations, stockholders’ equity, and cash flows for the year ended December
31, 2008 and the period from October 30, 2007 (date of inception) through
December 31, 2007. These financial statements are the responsibility
of the Company’s management. My responsibility is to express an
opinion on these financial statements based on my audits.
I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for
my opinion.
In my
opinion, these financial statements present fairly, in all material respects,
the financial position of Pole Perfect Studios, Inc. as of December 31, 2008 and
2007 and the results of its operations and its cash flows for the year ended
December 31, 2008 and the period October 30, 2007 (date of inception) to
December 31, 2007 in conformity with accounting principles generally accepted in
the United States.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in development stage and has experienced losses from
operations since inception. These factors raise substantial doubt
about the Company’s ability to continue as a going
concern. Management’s plans in this regard are described in Note
1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
Patrick Rodgers, CPA, PA
Altamonte
Springs, Florida
March 16,
2009
F-1
|
(A
Development Stage Enterprise)
|
||||||||
|
Balance
Sheets
|
||||||||
|
December
31,
|
||||||||
|
2008
|
2007
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets
|
||||||||
|
Cash
|
$ | 33,301 | $ | 17,000 | ||||
|
Total
current assets
|
33,301 | 17,000 | ||||||
|
Total
assets
|
$ | 33,301 | $ | 17,000 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Total
liabilities
|
$ | - | $ | - | ||||
|
STOCKHOLDERS'
EQUITY
|
||||||||
|
Preferred
stock, $.001 par value; 5,000,000 shares authorized,
|
||||||||
|
no
shares issued and outstanding
|
- | - | ||||||
|
Common
stock, $.001 par value; 70,000,000 shares authorized, 4,301,734
and
|
||||||||
|
3,754,639
shares issued and outstanding at December 31, 2008 and
2007
|
4,302 | 3,755 | ||||||
|
Paid-in
capital
|
65,995 | 28,245 | ||||||
|
Deficit
accumulated during the development stage
|
(36,996 | ) | (15,000 | ) | ||||
|
Total
stockholders' equity
|
33,301 | 17,000 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 33,301 | $ | 17,000 | ||||
F-2
|
POLE
PERFECT STUDIOS, INC.
|
||||||||||||
|
(A
Development Stage Enterprise)
|
||||||||||||
|
Statements
of Operations
|
||||||||||||
|
For
Period
|
For
Period
|
|||||||||||
|
October
30,2007
|
October
30,2007
|
|||||||||||
|
Year
Ended
|
(Inception)
to
|
(Inception)
to
|
||||||||||
|
December
31, 2008
|
December
31, 2007
|
December
31, 2008
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Expenses:
|
||||||||||||
|
Professional
fees
|
21,875 | 21,875 | ||||||||||
|
Other
general and administrative expenses
|
121 | 15,000 | 15,121 | |||||||||
|
Total
expenses
|
21,996 | 15,000 | 36,996 | |||||||||
|
Net
loss
|
21,996 | $ | 15,000 | $ | 36,996 | |||||||
|
Basic
and diluted loss per common share
|
$ | 0.01 | $ | 0.00 | ||||||||
|
Weighted
average shares outstanding
|
3,965,391 | 3,754,639 | ||||||||||
F-3
|
POLE
PERFECT STUDIOS, INC.
|
||||||||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||||||||
|
Statement
of Changes in Stockholders' Equity
|
||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Additional
|
During
the
|
Total
|
||||||||||||||||||
|
Common
Stock
|
Paid-in
|
Development
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
|
Balance, October
30, 2007 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Shares
issued for cash
|
3,600,000 | 3,600 | 25,400 | - | 29,000 | |||||||||||||||
|
Shares
issued for services
|
154,639 | 155 | 2,845 | - | 3,000 | |||||||||||||||
|
Net
income (loss), October 30, 2007
|
||||||||||||||||||||
|
(Inception)
to December 31, 2007
|
(15,000 | ) | (15,000 | ) | ||||||||||||||||
|
Balance, December
31, 2007
|
3,754,639 | 3,755 | 28,245 | (15,000 | ) | 17,000 | ||||||||||||||
|
Shares
issued for cash
|
547,095 | 547 | 37,750 | - | 38,297 | |||||||||||||||
|
Net
loss, year ended December 31, 2008
|
- | - | - | (21,996 | ) | (21,996 | ) | |||||||||||||
|
Balance,
December 31, 2008
|
4,301,734 | $ | 4,302 | $ | 65,995 | $ | (36,996 | ) | $ | 33,301 | ||||||||||
F-4
|
(A
Development Stage Enterprise)
|
||||||||||||
|
Statements
of Cash Flows
|
||||||||||||
|
For
Period
|
For
Period
|
|||||||||||
|
October
30,
|
October
30,
|
|||||||||||
|
2007
|
2007
|
|||||||||||
|
Year
Ended
|
(Inception)
to
|
(Inception)
to
|
||||||||||
|
December
31,
|
December
31,
|
December
31,
|
||||||||||
|
2008
|
2007
|
2008
|
||||||||||
|
Cash
flows from operations
|
||||||||||||
|
Net
loss
|
$ | (21,996 | ) | $ | (15,000 | ) | $ | (36,996 | ) | |||
|
Adjustments
to reconcile net loss to net cash
|
||||||||||||
|
provided
by (used in) operating activities:
|
||||||||||||
|
Common
stock issued for services
|
- | 3,000 | $ | 3,000 | ||||||||
|
Net
cash used in operating activities
|
(21,996 | ) | (12,000 | ) | (33,996 | ) | ||||||
|
Cash
flows from investing activites
|
- | - | $ | - | ||||||||
|
Cash
flows from financing activities
|
||||||||||||
|
Proceeds
received from issuance of common stock
|
38,297 | 29,000 | $ | 67,297 | ||||||||
|
Net cash provided by financing activities
|
38,297 | 29,000 | 67,297 | |||||||||
|
Net
increase in cash
|
16,301 | 17,000 | 33,301 | |||||||||
|
Cash.
Beginning of period
|
17,000 | - | - | |||||||||
|
Cash,
end of period
|
$ | 33,301 | $ | 17,000 | $ | 33,301 | ||||||
|
Supplemental
disclosure of non-cash investing and
|
||||||||||||
|
financing
activities:
|
||||||||||||
|
Issuance
of 154,639 shares of common stock for
|
||||||||||||
|
consulting
services
|
$ | - | $ | 3,000 | $ | 3,000 | ||||||
|
Supplemental
cash flow information:
|
||||||||||||
|
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash
paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
F-5
POLE PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
Note
1 – Nature of Business
The
financial statements have been prepared by the Company, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such SEC rules and
regulations; nevertheless, the Company believes that the disclosures are
adequate to make the information presented not misleading. In the
opinion of management, all adjustments, including normal recurring
adjustments necessary to present fairly the financial position of Pole
Perfect Studios, Inc., as of December 31, 2008 and 2007
and the results of its operations and cash flows for periods
then ended, have been included.
Pole
Perfect Studios, Inc. (“Company”) was organized October 30, 2007 under the laws
of the State of Nevada for the purpose of owning and operating a chain of female
centered dance and fitness studios. The Company currently has no
operations or realized revenues from its planned principle business purpose and,
in accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
Accounting and Reporting by
Development Stage Enterprises, is considered a Development Stage
Enterprise.
F-6
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
Note
2 – Significant Accounting Policies
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash
For the
Statements of Cash Flows, all highly liquid investments with maturity of three
months or less are considered to be cash equivalents. There were no
cash equivalents as of December 31, 2008 or 2007.
Income
taxes
Income
taxes are provided for using the liability method of accounting in accordance
with SFAS No. 109 “Accounting
for Income Taxes,” and clarified by FIN 48, “Accounting for Uncertainty in
Income Taxes—an interpretation of FASB Statement
No. 109.” A deferred tax asset or liability is recorded
for all temporary differences between financial and tax
reporting. Temporary differences
F-7
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
Income taxes
(continued)
are the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
Share Based
Expenses
In
December 2004, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 123R “Share
Based Payment.”This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to
Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.”This
statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements. The Company adopted SFAS No.
123R upon creation of the company and expenses share based costs in the period
incurred.
Going
concern
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company no material assets
other than cash, nor does it have operations or a source of revenue sufficient
to cover its operation costs and allow it to continue as a going
concern.
F-8
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
The
Company is currently attempting to raise capital in order to initiate its
business plan which will, if successful, mitigate these factors which raise
substantial doubt about the Company’s ability to continue as a going
concern. The Company will be dependent upon the raising of this
additional capital through placement of our common stock in order to implement
its business plan, or merge with an operating company. There can be
no assurance that the Company will be successful in either situation in order to
continue as a going concern. The officers and directors have
committed to advancing certain operating costs of the Company.
Recent Accounting
Pronouncements
In May
2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60.”
Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, Accounting for Contingencies.
F-9
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
Recent Accounting
Pronouncements (continued)
This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years.
In May
2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. This
pronouncement has no effect on this Company’s financial reporting at this
time.
F-10
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
In March
of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133, “Accounting for
Derivatives and Hedging Activities.” SFAS No. 161 has the same
scope as Statement No. 133 but requires 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 No. 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. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. SFAS No. 161 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
In
December, 2007, the FASB issued SFAS No. 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS
No. 160 applies to “for-profit” entities that prepare consolidated financial
statements where there is an outstanding non-controlling interest in a
subsidiary. The Statement requires that the non-controlling interest be
reported in the
Recent Accounting
Pronouncements (continued)
equity
section of the consolidated balance sheet but identified separately from the
parent. The amount of consolidated net income attributed to the
non-controlling interest is required to be presented, clearly labeled for the
parent and the non-controlling entity, on the face of the consolidated statement
of income. When a subsidiary is de-consolidated, any retained
non-controlling interest is to be measured at fair value. Gain or loss on
de-consolidation is recognized rather than carried as the value of the retained
investment. The Statement is effective for fiscal years and interim
periods beginning on or after December 15, 2008. It cannot be adopted
earlier but, once adopted, is to be applied retroactively. This
pronouncement has no effect on this Company’s financial reporting at this
time.
F-11
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
In
December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS
141(R)”) and SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”). These standards aim to
improve, simplify, and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The provisions of SFAS 141 (R) and SFAS 160 are effective
for the fiscal year beginning April 1, 2009. The adoption of SFAS 141(R)
and SFAS 160 has not impacted the Company’s financial statements.
None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company’s future financial reporting.
Note 3 – Stockholders’
Equity
Common
stock
The
authorized common stock of the Company consists of 70,000,000 shares with par
value of $0.001. On November 5, 2007, the Company authorized the
issuance of 3,754,639 shares of its $.001 par value common stock. The
three founders paid $29,000 for 3,600,000 shares, or $0.00806 per
share. Two unaffiliated persons acquired 154,639 shares of Common
Stock in exchange for $3,000 in services rendered. This represents a
price paid for their shares of $0.0194 per share. As of December 31,
2008, the shares were issued and outstanding. During the year ended December 31,
2008, the Company issued a total of 547,095 shares for a total cash
consideration of $38,297.
Preferred
stock
The
authorized preferred stock of the Company consists of 5,000,000 shares with a
par value of $.001. As of the December 31, 2008, there are no
preferred shares issued and outstanding.
F-12
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
Note 3 – Stockholders’ Equity
(continued)
Net loss per common
share
Net loss
per share is calculated in accordance with SFAS No. 128, “Earnings Per
Share.” The weighted-average number of common shares
outstanding during each period is used to compute basic loss per
share. Diluted loss per share is computed using the weighted averaged
number of shares and dilutive potential common shares
outstanding. Dilutive potential common shares are additional common
shares assumed to be exercised.
Basic net
loss per common share is based on the weighted average number of shares of
common stock outstanding during the periods presented. As of December
31, 2008 and since inception, the Company had no dilutive potential common
shares.
Note
4 – Income Taxes
We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. Per Statement of Accounting Standard No. 109 – Accounting for
Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No.109, when it is more likely than
not that a tax asset cannot be realized through future income the Company must
allow for this future tax benefit. We provided a full valuation allowance
on the net deferred tax asset, consisting of net operating loss carry-forwards,
because management has determined that it is more likely than not that we will
not earn income sufficient to realize the deferred tax assets during the
carry-forward period.
F-13
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as
follows:
|
Income
tax provision at the federal statutory rate
|
34%
|
|
|
Effect
of operating losses
|
-34%
|
|
|
0%
|
Net
deferred tax assets consist of the following:
|
From
|
||
|
Inception
|
||
|
Net
operating loss carry forward
|
$ 12,600
|
|
|
Valuation
allowance
|
(12,600)
|
|
|
Net
deferred tax asset
|
$ -
|
|
Note
4 – Income Taxes (continued)
The
Company did not pay any income taxes during the year ended December 31, 2008 or
the period of October 30, 2007 (inception) to December 31, 2008.
The net
federal operating loss carry forward will expire in 2027. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.
F-14
POLE
PERFECT STUDIOS, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
For
the Year Ended December 31, 2008 and
October
30, 2007 (Inception) to December 31, 2007
Note 5 – Related Party
Transactions
The
Company neither owns nor leases any real or personal property. An
officer or resident agent of the corporation provides office services without
charge. Such costs are immaterial to the financial
statements
and,
accordingly, have not been reflected therein.
Note
6 – Warrants and Options
There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.
Note
7 – Subsequent Events
No events
have occurred subsequent to the balance sheet date that would require disclosure
herein.
F-15