UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended September 30, 20082009
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No.
00-51638
Plan A Promotions, Inc.
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(Name of Small Business Issuer as specified in its charter)
UTAH 16-1689008
---- -----------
(State or other jurisdiction of (Employer I.D. No.)
organization)
3010 Lost Wood Drive
Sandy, Utah 84092
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 231-1121
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.01
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|
Check whether the issuer is not required to file reports pursuant to Section 13
or 15 (d) of the Exchange Act . Yes |_| No |X|
Check whether the issuer (1) 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 |_|
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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer [ ] Accelerated filed [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
State issuer's revenue for its most recent fiscal year: -0-
The market value of the voting stock held by non-affiliates is $66,000.$55,125.
based on 220,500 shares held by non-affiliates. These computations are based
upon the bid price of $.30$.25 for the common stock of the Company on the OTC
Bulletin Board of the Financial Industry Regulatory Authority, Inc. ("FINRA") on
October 1, 2008.2009. As of October 1, 2008,December 18, 2009, the registrant had 1,200,000 shares of
common stock outstanding.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes |_| No |X|
1
Table of Contents
PART I............................................................................................................................3
ITEM 1. BUSINESS........................................................................................................3
ITEM 1A. RISK FACTORS....................................................................................................7
ITEM 2: PROPERTIES.....................................................................................................10
ITEM 3: LEGAL PROCEEDINGS..............................................................................................10
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................................10
PART II..........................................................................................................................11
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...11
ITEM 6: SELECTED FINANCIAL DATA........................................................................................12
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION...........................13
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................................15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................................16
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS..................................................................28ACCOUNTANTS..................................................................29
ITEM 9A: CONTROLS AND PROCEDURES........................................................................................28PROCEDURES........................................................................................29
ITEM 9B: OTHER INFORMATION..............................................................................................29INFORMATION..............................................................................................30
PART III.........................................................................................................................29III.........................................................................................................................30
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE........................................................31GOVERNANCE........................................................30
ITEM 11. EXECUTIVE COMPENSATION.........................................................................................31COMPENSATION.........................................................................................32
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.................32MATTERS.................33
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE......................................34INDEPENDENCE......................................35
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................................34SERVICES.........................................................................35
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.....................................................................35
SIGNATURES.......................................................................................................................36SCHEDULES.....................................................................36
SIGNATURES.......................................................................................................................37
2
PART I
FORWARD LOOKING STATEMENTS
In this report, references to "Plan A Promotions," the "Company," "we,"
"us," and "our" refer to Plan A Promotions, Inc.
This annual report contains certain forward-looking statements and for this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within our control.
These factors include but are not limited to economic conditions generally and
in the markets in which Plan A Promotions may participate, competition within
Plan A Promotion's chosen industry, technological advances and failure by us to
successfully develop business relationships.
ITEM 1. BUSINESS
HISTORICAL DEVELOPMENT
Plan A Promotions, Inc. (the "Company" or "Plan A Promotions") was
incorporated under the laws of the State of Utah on December 12, 2003, as
"Lostwood Professional Services, Inc." On July 21, 2004, the Company changed its
name to "Plan A Promotions, Inc.," Copies of the Company's Articles of
Incorporation, Amendments to the Articles of Incorporation and Bylaws are
attached hereto and are incorporated herein by reference. See the Index to
Exhibits, Part III, Item 1.
The Company's operations during the year ended September 30, 2008, resulted
in2009,
generated no revenue. The Company's cost of goodsgeneral and administrative expenses for the
year ended September 30, 2008, was $0 and general and administrative expenses2009, were $18,869,$7,744, resulting in an operating loss of
($18,869)7,744), and a net loss of $($21,674)11,289) after accounting for interest expensesexpense of
$2,706$3,445 and income taxes of $100.
The independent auditor's report issued in connection with the audited
financial statements of the Company for the period ended September 30, 2008,2009,
expresses "substantial doubt about its ability to continue as a going concern,"
due to the Company's status as a development stage company and its lack of
significant operations.
3
BUSINESS OPERATIONS
Plan A Promotions is ahas been involved in value-added reseller market,
specializing in promotional merchandise and apparel, employee recognition and
incentive programs, business gifts and marketing expertise. The Company provideshas
provided its targeted customers-which include corporations, non-profit
organizations, schools, and education associations with over 500,000 promotional
and marketing products.
Plan A provideshas provided customers access to a variety of promotional products
through its relationships with wholesale distributors. The Company's
distributors offer a wide array of products, manufactured throughout the world.
A promotional product is any item imprinted with a logo or slogan and given out
to promote a company, organization, product, service, special achievement, or
event. T-shirts, mugs, pens, and key tags are popular examples. Plan A believes
promotional products are more effective than other marketing channels, in that
they often have a practical use and value for the recipient, thus increasing
their effectiveness as advertising and branding tools. Plan A's clients leverage
these products to strengthen their brand, image, customer and employee
relations, incentive programs and advertising campaigns.
The Company has also providesprovided customers with art design and consultation
services through its relationships with several art and graphic design houses,
in which the Company outsourceshas outsourced its design work. These firms operate as
independent consultants for Plan A Promotions and charge the Company directly
for their services. The Company then marks up the design charges, and incorporates
them into the client's overall merchandising package. The Company does not have
any standing contractual relationships with any design firms; however, existing
relationships between the Company and many different graphic design houses will
allow the provision of these outsourced services to any of the Company's
customers.
Currently theThe Company's primary market ishas been within the greater Salt Lake City,
Utah area. However, through the Company's website, the Company markets itshas marketed
products and services nationwide. The Companynationwide, and has targeted its marketing efforts
particularly on small businesses, non-profit organizations and school
associations.
MARKETING AND ADVERTISING
The Company marketshas marketed its products and services through word of mouth
and the Company's website. The Company marketshas marketed to new customers through
a direct mail campaign.campaigns. The Company acquired a list of the major employers in
Utah with less than 1,000 full-time employees, from the Salt Lake City Chamber
of Commerce. The list includes approximately 600 profit companies with division
or corporate headquarters based in Utah. The Company also acquired a list, from
the Salt Lake City Chamber of Commerce, of approximately 100 non-profit
organizations based in Utah, with less than 1,000 employees. The Company has
also compiled a mailing list of all public high schools in Salt Lake City,
targeting them with a direct mail campaign and other marketing efforts. The
Company has also makesmade an effort to attract and develop business by networking
with its existing clients, and promoting its services through word of mouth
advertising.
4
DELIVERY AND TRANSPORTATION
The Company's suppliers canwill ship either directly to the client or to the
Company itself. Typically if the productit is a finished product, the suppliers would ship
the product directly to the client, and the Company sendswould send a separate
invoice for the order. If the product needs screen printing, embroidery or other
finishing services, the Company deliverswould deliver the product to the client upon
completion of the order. The Company has access to a variety of ground and air
shipping companies and can typically deliver the product to the client within a
few days.
PROMOTIONAL MERCHANDISE INDUSTRY
According to the Promotional Products Association International (a
non-profit association dedicated to professionals of the promotional products
industry), worldwide sales of promotional products in 2004 were approximately
$17.3 billion. Roughly 30% of overall industry sales were related to wearable
merchandise, including T-shirts, golf-shirts, aprons, uniforms, blazers, caps,
hats, headbands, jackets, neckwear, and footwear. Advertising Specialty
Institute estimates that more than 3,000 manufacturers sell their products to
nearly 20,000 value-added resellers similar to Plan A Promotions
COMPETITION
The promotional merchandise industry is highly competitive, ranging from
small start-up merchandise companies, like Plan A Promotions, to large,
well-established companies which specialize in catering to large national or
multi-national corporations. Plan A Promotions business plan positions the
Company as a supplier of products and services to the industry's smaller
customers. The Company's plan is to target small businesses and
organizations(1,000 employees or less), rather than attempt to compete for the
business of large corporations.
The Company has numerous competitors with similar marketing plans, access
to similar distributors, and similar products. The Company believes that its
success relies on its ability to establish a returning customer base by
providing quality products and a unparalleled customer service. Success is also
dependent upon expanding the Company's customer base through it marketing
efforts.
EMPLOYEES
The Company's officers and Directors are the only employees. Alycia
Anthony, President and Director, is responsible for the daily operations of the
Company and Nicholl Heieren, Vice President and Director and Sharlene Doolin,
Secretary and Director, oversee strategy and development of the Company's
business plan. Ms. Anthony has been responsible for establishing the Company's
operations. She has been responsible for obtaining the appropriate licenses,
developing the marketing plan, developing relationships with distributors,
service companies and the Company's customers. The Company hashad been accruing Ms.
Anthony $250 per month for compensation of services performed, but in a Board of
Directors meeting held February 26, 2007, thisthe salary
was suspended effective January 1, 20072008 until the Company produces a positive
operating cash flow. Ms. Heieren and Ms. Doolin will receive compensation based
on services performed. The Company's compensation plan may change depending on
the success and profitability of its operations.
COMPANY HEADQUARTERS
The Company's officemailing address is located at 3010 Lost Wood Drive, Sandy, Utah 84092.
With the Company's limited operating activity at this time the Company's
operations do not require an office. At some point in the future, depending on
the Company's growthoperations and demanded space requirements, the Company willmay look
to lease a largeran office. Anticipated
rent including utilities will range between $500 and $750 per month.
5
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS
OR LABOR CONTRACTS
Other than possibly applying for a trademark on the Company's name, Plan A
Promotions, Inc., the Company does not foresee filing any applications for
patents or licenses. The Company also does not plan to execute any franchises,
concession or royalty agreements or labor contracts.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
The integrated disclosure system for small business issuers adopted by the
SEC in Release No. 34-30968 and effective as of August 13, 1992, substantially
modified the information and financial requirements of a "Small Business
Issuer," defined to be an issuer that has revenues of less than $25 million; is
a U.S. or Canadian issuer; is not an investment company; and if a majority-owned
subsidiary, the parent is also a small business issuer; provided, however, an
entity is not a small business issuer if it has a public float (the aggregate
market value of the issuer's outstanding securities held by non-affiliates) of
$25 million or more. We are now considered to be a "smaller reporting company,
effective February 4, 2008, when the SEC abolished Regulation SB.
We are also subject to the Sarbanes-Oxley Act of 2002. This Act creates a
strong and independent accounting oversight board to oversee the conduct of
auditors, of public companies and to strengthen auditor independence. It also
requires steps to enhance the direct responsibility of senior members of
management for financial reporting and for the quality of financial disclosures
made by public companies; establishes clear statutory rules to limit, and to
expose to public view, possible conflicts of interest affecting securities
analysts; creates guidelines for audit committee members' appointment, and
compensation and oversight of the work of public companies' auditors; prohibits
certain insider trading during pension fund blackout periods; and establishes a
federal crime of securities fraud, among other provisions.
Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply with the
rules and regulations of the SEC regarding proxy solicitations, as outlined in
Regulation 14-A. Matters submitted to our stockholders at a special or annual
meeting thereof or pursuant to a written consent will require us to provide our
stockholders with the information outlined in Schedules 14-A or 14-C of
Regulation 14; preliminary copies of this information must be submitted to the
SEC at least 10 days prior to the date that definitive copies of this
information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-K and quarterly
reports on Form 10-Q with the Securities Exchange Commission on a regular basis,
and will be required to timely disclose certain material events (e.g., changes
in corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.
6
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO FISCAL YEARS
None; not applicable
COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by us as an attractive
acquisition, reorganization or merger candidate, and these factors may further
limit the number of potential candidates available to us for acquisition,
reorganization or merger.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
None.
REPORTS TO SECURITY HOLDERS
You may read and copy any materials that we file with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
also find all of the reports that we have filed electronically with the SEC at
their internet site www.sec.gov
ITEM 1A. RISK FACTORS
The Company's business operations are highly speculative and involve
substantial risks. Only investors who can bear the risk of losing their entire
investment should consider buying our shares. Some of the risk factors that you
should consider are the following:
THE COMPANY IS IN AN EARLY STAGE OF DEVELOPMENT
Plan A Promotions is a development stage company. The Company has limited
assets and has had limited operations since inception. The Company can provide
no assurance that its current and proposed business will produce any material
revenues or that will ever operate on a profitable basis.
THE COMPANY MAY EXPERIENCE LOSSES ASSOCIATED WITH START-UP
The Company has limited operating history. The Company will also experience
expenses related to the initial start-up of the business, including marketing,
selling, general and administrative expenses. The Company expects that its
initial and ongoing business expenses will result in losses early in its
development.
THE COMPANY MAY EXPERIENCE FLUCTUATIONS IN OPERATING RESULTS
The Company's operating results are likely to fluctuate in the future as a
result of a variety of factors. Some of these factors may include economic
conditions; the amount and timing of the receipt of new business; the success of
the Company's marketing strategy; capital expenditures and other costs relating
to the expansion of operations; the ability of the Company to develop contacts
and establish a network and customer base within the promotional merchandise
industry; the cost of advertising and related media. Due to all of the foregoing
factors, the Company's operating results in any given quarter may fall below
expectations. In such an event, any future trading price of the Company's common
stock would likely be materially and adversely affected.
THE COMPANY'S BUSINESS MODEL MAY CHANGE OR EVOLVE
The Company and its prospects must be considered in light of the risks, as
identified in the Risk Factors section of this filing, expenses and difficulties
frequently encountered by companies in an early stage of development. Such risks
for the Company include, but are not limited to, an evolving business model. To
address these risks the Company must, among other things, develop strong
business practices and management activities, develop the strength and quality
of its operations, maximize the value delivered to clients, develop and enhance
the Company's brand through marketing and networking initiatives. There can be
no assurance that the Company will be successful in meeting these challenges and
addressing such risks and the failure to do so could have a material adverse
effect on the Company's business, financial condition, result of operations and
prospects.
7
THE INDUSTRY THAT THE COMPANY PARTICIPATES HAS RELATIVELY LOW BARRIERS TO
ENTRY AND THE COMPANY MAY FACE SIGNIFICANT COMPETITION
There are relatively low barriers to entry into the Company's industry.
Because firms such as the Company rely on the skill, knowledge and relationships
of their personnel and their ability to market and create brand awareness, they
have no patented technology that would preclude or inhibit competitors from
entering their markets. The Company started with limited capital and anyone
interested in entering the Company's business could also start with limited
capital. In addition, any large or small promotional merchandise company that
seeks to enter the industry could initiate a marketing strategy and seek to
obtain clients in the same or similar manner used by the Company, or could
obtain clients through numerous other channels.
The Company is likely to face additional competition from new entrants into
the market in the future because there are relatively low barriers to entry. The
Company will face competition from existing, established promotional
merchandising companies, in addition to the competition faced by new entrants
into the market. There can be no assurance that existing or future competitors
will not develop or offer services that provide significant performance, price,
creative or other advantages over those offered by the Company, which could have
a material adverse effect on its business, financial condition, results of
operations and prospects.
AUDITOR'S OPINION EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE
AS A "GOING CONCERN"
The independent auditor's report issued in connection with the audited
financial statements of the Company for the period ended September 30, 2008,2009,
expresses "substantial doubt about its ability to continue as a going concern,"
due to the Company's status as a development stage company and its lack of
significant operations. If the Company is unable to develop its operations, the
Company may have to cease to exist, which would be detrimental to the value of
the Company's common stock. The Company can make no assurances that its business
operations will develop and provide the Company with significant cash to
continue operations.
THE COMPANY MAY NEED FUTURE CAPITAL AND MAY NOT BE ABLE TO OBTAIN
ADDITIONAL FINANCING
The Company may need future capital and may not be able to obtain
additional financing. If additional funds are needed, funds may be raised as
either debt or equity, but management does not have any plans or relationships
currently in place to raise such funds. There can be no assurance that such
additional funding, if needed, will be available on terms acceptable to the
Company, or at all. The Company may be required to raise additional funds
through public or private financing, strategic relationships or other
arrangements. There can be no assurance that such additional funding, if needed,
will be available on terms acceptable to the Company, or at all. If adequate
funds are not available on acceptable terms, the Company may be unable to
develop or enhance its services and products, take advantage of future
opportunities or respond to competitive pressures, any of which could have a
material adverse effect on its business, financial condition, results of
operations and prospects.
FUTURE CAPITAL RAISED THROUGH EQUITY FINANCING MAY BE DILUTIVE TO
STOCKHOLDERS
Any additional equity financing may be dilutive to stockholders. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution in net book value per share and
such equity securities may have rights, preferences or privileges senior to
those of the holder of the Company's common stock.
8
FUTURE DEBT FINANCING MAY INVOLVE RESTRICTIVE COVENANTS THAT MAY LIMIT THE
COMPANY'S OPERATING FLEXIBILITY
Furthermore, a debt financing transaction, if available, may involve
restrictive covenants, which may limit the Company's operating flexibility with
respect to certain business matters. If additional funds are raised through debt
financing, the debt holders may require the Company to make certain agreements,
covenants, which could limit or prohibit the Company from taking specific
actions, such as establishing a limit on further debt, a limit on dividends,
limit on sale of assets, or specific collateral requirements. Furthermore, if
the Company raises funds through debt financing, the Company would also become
subject to interest and principal payment obligations. In either case, if the
Company was unable to fulfill either the covenants or the financial obligations,
the Company may risk defaulting on the loan, whereby ownership of the firm's
assets could be transferred from the shareholders to the debt holders.
EXECUTIVE OFFICERS HAVE LIMITED LONG-TERM EXPERIENCE WITHIN THE PROMOTIONAL
MERCHANDISE INDUSTRY
Other than Ms. Doolin's experience in the promotional merchandise industry,
the Company's officers have no specific experience in the development and
marketing of promotional materials. This lack of experience may make it more
difficult to establish the contacts and relationships necessary to successfully
market products and services. The Company is dependent to a great extent upon
the experience and abilities of Sharlene Doolin, the Company's Secretary and
Director. Ms. Doolin has over fifteen years of merchandising experience, working
with non-profit organizations and school associations. The loss of services of
Ms. Doolin could have a material adverse effect on the Company's business,
financial condition or results of operation.
THE COMPANY'S SUCCESS IS DEPENDENT ON MANAGEMENT
The Company's success is dependent, in large part, on the active
participation of the Executive Officers. The loss of their services would
materially adversely effect the Company's business and future success. The
Company does not have employment agreements with its Executive Officers. The
Company does not have key-man life insurance in effect at the present time.
THE COMPANY MAY FACE POTENTIAL LIABILITY
The Company intends to market and distribute products and services. Its
failure or inability to properly acquire and deliver its products and services
to clients could impact the Company's business reputation or result in a claim
for substantial damages, regardless of its responsibility for such failure. The
Company does not have an insurance policy covering claims of this kind, and such
claims could adversely affect the Company's business, results of operations and
financial conditions.
EXECUTIVE OFFICERS AND MAJORITY SHAREHOLDERS MAINTAIN SIGNIFICANT CONTROL
OVER THE COMPANY AND ITS ASSETS
Plan A Promotions' Executive Officers maintain control over the Company's
board of directors and also control the Company's business operations and
policies. In addition, eight shareholders, excluding the Company's Executive
Officers, control 75.3% of the Company's issued and outstanding common stock. As
a result, these majority shareholders will be able to exercise significant
influence over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate transactions. Such
concentration of ownership may also have the effect of delaying or preventing a
change in control of the Company.
THE COMPANY IS UNLIKELY TO PAY DIVIDENDS
It is unlikely that the Company will pay dividends on its common stock,
resulting in an investor's only return on an investment in the Company's common
stock being the appreciation of the per share price. The Company can make no
assurances that the Company's common stock will ever appreciate.
9
RISKS OF "PENNY STOCK"
Our common stock may be deemed to be "penny stock" as that term is defined
in Rule 3a51-1 of the SEC. Penny stocks are stocks (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) in
issuers 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 revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC 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 our common stock are
urged to obtain and read such disclosure carefully before purchasing any shares
that are deemed to be "penny stock."
Moreover, Rule 15g-9 of the SEC 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, her or
its 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 investors in our common stock
to resell their shares to third parties or to otherwise dispose of them.
ITEM 2: PROPERTIES
Plan A Promotions has no properties at this time and has no agreements to
acquire any properties. The Company's office is located at 3010 Lost Wood Drive,
Sandy, Utah 84092. At some point in the future, depending on the Company's
growth and demanded space requirements, the Company will look to lease a larger
office. Anticipated rent including utilities will range between $500 and $750
per month.
ITEM 3: LEGAL PROCEEDINGS
None.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We have not submitted a matter to a vote of our shareholders during the
fourth quarter of our fiscal year ended September 30, 2008.2009.
10
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
The Company shares are traded on the OTC Bulletin Board, the symbol is
PAPM. The Company shares have been quoted on the OTC Bulletin Board since
December 20, 2006. The following quotes are throughquarterly data for the most recent
year end:two fiscal years:
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
OCT 01, 2007 $0.22 $0.22$0.25 $0.25 $ 0.005.00 $ 0.005.00
THRU
SEP 30,DEC 31, 2007
JAN 01, 2008 $0.30 $0.25 $ 5.00 $ 5.00
THRU
MAR 31, 2008
APR 01, 2008 $0.30 $0.30 $ 5.00 $ 5.00
THRU
JUN 30, 2008
JUL 01, 2008 $0.30 $0.30 $ 5.00 $ 5.00
THRU
SEP 30, 2008
OCT 01, 2008 $0.30 $0.30 $ 5.00 $ 5.00
THRU
DEC 31, 2009
JAN 01, 2009 $0.30 $0.30 $ 5.00 $ 0.40
THRU
MAR 31, 2009
APR 01, 2009 $0.30 $0.30 $ 5.00 $ 5.00
THRU
JUN 30, 2009
JUL 01, 2009 $0.30 $0.30 $ 5.00 $ 5.00
THRU
SEP 30, 2009
HOLDERS
We currently have approximately 94 shareholders.
DIVIDENDS
We have never paid dividends on our common stock. The Board of Directors
presently intends to pursue a policy of retaining earnings, if any, for use in
our operations and to finance expansion of our business. Any declaration and
payment of dividends in the future, of which there can be no assurance, will be
determined by our Board of Directors in light of conditions then existing,
including our earnings, financial condition, capital requirements and other
factors. There are presently no dividends which are accrued or owing with
respect to our outstanding stock. No assurance can be given that dividends will
ever be declared or paid on our common stock in the future.
RECENT SALES OF UNREGISTERED SECURITIES
We have sold no unregistered securities during the period covered by this
Annual Report.
11
RESALES OF UNREGISTERED SECURITIES
Rule 144 - Generally
--------------------
The following is a summary of the current requirements of Rule 144 for
Restricted Securities of Reporting Issuers:
Non-Affiliate (and has not been an
Affiliate During the Prior Three
Affiliate or Person Selling on Behalf of an Affiliate Months)
====================================================== ======================================
During six-month holding period - no resales under During six- month holding period -
Rule 144 Permitted. no resales under Rule 144 permitted.
After Six-month holding period - may resell in After six-month holding period but
accordance with all Rule 144 requirements including: before one year - unlimited public
-Current public information, resales under Rule 144 except that
-Volume limitations, the current public information
-Manner of sale requirements for equity requirement still applies.
securities, and
-Filing of Form 144. After one-year holding period -
unlimited public resales under Rule
144; need not comply with any other
Rule 144 requirements.
11
USE OF PROCEEDS OF REGISTERED SECURITIES
We have sold no registered securities during the period covered by this
Annual Report.
PURCHASES OF EQUITY SECURITIES BY US AND AFFILIATED PURCHASERS
We did not purchase any of our securities during the period covered by this
Annual Report.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
None.
ITEM 6: SELECTED FINANCIAL DATA
The following chart summarizes our financial statements for the years ended
September 30, 2008 and 2007 and should be read in conjunction with the financial
statements, and notes thereto, included with this report at Part II, Item 8,
below
September 30, 2008
==================
SUMMARY OF BALANCE SHEET
Cash and cash equivalents $ 3,750
Property & Equipment(net) 0
Total assets 3,750
Total liabilities 43,849
Accumulated deficit (76,336)
Total stockholders' deficit (40,099)
SUMMARY OF OPERATING RESULTS
Revenue -
Net loss before taxes (21,674)
Other expenses (100)
Net loss (21,674)
Net Loss per share (0.02)
None; not applicable.
12
514587/
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify 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 regarding events, conditions, and financial trends that may affect the
Plan A Promotions' future plans of operations, business strategy, operating
results, and financial position. Persons reviewing this report are cautioned
that any forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties and that actual results may differ
materially from those included within the forward-looking statements as a result
of various factors. Such factors are discussed further below under "Trends and
Uncertainties", and also include general economic factors and conditions that
may directly or indirectly impact our financial condition or results of
operations.
PLAN OF OPERATIONS
The Company's plan of operation for the next 12 months is to continue with
its current business operations.evaluate and
consider opportunities in the promotional merchandising industry and adopt a
strategy to pursue a viable market in the industry. However, the Company has
accumulated losses since inception and has not been able to generate profits
from operations. Operating capital has been raised through the Company's
shareholders. Furthermore, the Company has not been able to generate positive
cash flow from operations since inception. Management plans include raising
capital to further its business operations, or seeking a well capitalized merger
candidate. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. If the Company is unable to develop
its operations, the Company may have to cease to exist.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
OPERATING RESULTS - OVERVIEW
The Company generated a net loss of ($11,289) on no revenue for the fiscal
year ended September 30, 2009 and a net loss of ($21,674) on no revenue for the
fiscal year ended September 30, 2008 and a net loss of ($18,256) on $230 of revenue for
the fiscal year ended September 30, 2007.2008. The Basic Loss per Share for the year
ended September 30, 20082009 was ($0.02)0.01). Details of changes in revenue and expenses
can be found below.
OPERATING RESULTS REVENUES
The Company has not generated a profit since inception. The Company did not
generate any revenue in the year ended September 30, 2008 and $230 in the year
ended September 30, 2007.2009 or 2008. The Company's
management has been unable to identify a viable market for its product and
service offering, and therefore was unable to generate any significant revenue in either
period.
OPERATING RESULTS - COST OF SALES
The Company did not incur any cost of sales given that it was unable to
generate any revenue in the year ended September 30, 2009 or 2008.
13
OPERATING RESULTS - OPERATING EXPENSES
Operating expense for the year ended September 30, 2008,2009, was $18,869$7,744
compared to $17,002$18,869 for the year ended September 30, 2007.2008. Operating expenses
included accounting, legal and depreciation expenses.
- The Company's accounting expenses was $6,847 for the year ended
September 30, 2009 compared to $14,589 for the year ended September
30, 2008 compared to $11,638 for the same period ended
September 30, 2007.2008. The increasedecrease in accounting expense can be attributed to increased oversight by the
Company's accountants as
mandated byexpenses incurred in prior years associated with the adoption of
Sarbanes-Oxley Act of 2002.
- Depreciation for the year ended September 30, 2008,2009 was $2,160,$0, which
decreased from the $2,947$2,160 in depreciation the Company incurred for same periodthe
year ended September 30, 2007.2008. The Company did not acquire any new
property or equipment in the past twelve months, and has
depreciated the
remainder of its property and equipment.equipment in the year ended September
30, 2008.
OPERATING RESULTS - INTEREST EXPENSES
The Company incurred $2,705$3,445 in interest expense in the year ended September
30, 2008.2009. In the year ended September 30, 2007,2008, the Company incurred $1,242$2,705 in
interest expense. In the year ended September 30, 2008,2009, the Company borrowed an
additional $10,000$5,816 from a shareholdertwo shareholders and therefore the interest expense
incurred was greater for the year ended September 30, 2008.2009.
LIQUIDITY AND CAPITAL RESOURCES
Balance Sheet Information:
The following information is a summary of our balance sheet as of September 30,
2008:2009:
Summary Balance Sheet as of September 30, 20082009
==============================================
Total Current Assets $ 3,750700
Total Assets 3,750700
Total Liabilities 43,84952,088
Accumulated Deficit (76,336)(87,625)
Total Stockholders' Deficit (40,099)(51,338)
As of September 30, 20082009 our total current assets were $3,750$700 and consisted
of cash and cash equivalents.prepaid expenses. As of September 30, 20072008 our total assets were
valued at $3,750, of which $3,750 was cash.
Liabilities at September 30, 20082009 totaled $43,849,$52,088, and consisted of $6,407$5,384
in accounts payable, and $786 in accrued liabilities;liabilities, and $27,497$9,905 in related party
payables; and $36,012 in notes payable to James Doolin and Michael Doolin,
shareholders of the Company.
14
FUNDING THROUGH PRIVATE PLACEMENTS
The Company has completed the following three transactions to finance its
formation and operations:
1) Prior to the Company's organization, the Company authorized and
subsequently issued 126,000 shares of common stock to three
individuals pursuant to a Pre-organization Subscription Agreement. The
shares were issued for cash at $0.02 per share for a total of $2,520.
2) Following the Company's organization, it conducted an offering of
1,074,000 shares of common stock at a price of $0.03 per share. This
offering was conducted under Rule 504 of Regulation D of the
Securities and Exchange Commission, and the applicable provisions of
Rule 144-14-25s of the Utah Division of Securities, which provides for
sales of securities by public solicitation to "accredited" investors.
The offering was subsequently closed January 28, 2004, with the
Company having received gross proceeds of $32,217.
FUNDING FUTURE ACQUISITIONS AND OPERATIONS
Our ability to fund our operations and acquisitions is discussed above
under "Plan of Operations."
OFF-BALANCE SHEET ARRANGEMENTS
None.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PART F/S
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Financial Statements and Report of
Independent Registered Public Accounting Firm
September 30, 20082009
16
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 18
Balance Sheets -- September 30, 20082009 and 20072008 19
Statements of Operations for the years ended September 30, 20082009 and 20072008 and
for the period from Inception [December 12, 2003] through September 30,200830, 2009 20
Statements of Stockholders' Equity for the period from Inception
[December 12, 2003] through September 30, 20082009 21
Statements of Cash Flows for the years ended September 30, 20082009 and 20072008 and
for the period from Inception [December 12, 2003] through September 30, 20082009 22
Notes to Financial Statements 23 - 2728
17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Plan A Promotions, Inc. [a development stage company]
We have audited the accompanying balance sheets of Plan A Promotions [ fka
Lostwood Professional Services, Inc.] (a
development stage company) as of September 30, 20082009 and 2007,2008, and the related
statements of operations, stockholders' deficit, and cash flows for the years
ended September 30, 20082009 and 20072008 and for the period from Inception [December
12, 2003] through September 30, 2008.2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness of the Company's internal controls
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Plan A Promotions, Inc. [a
development stage company] as of September 30, 20082009 and 2007,2008, and the results of
operations and cash flows for the years ended September 30, 20082009 and 20072008 and
for the period from Inception [December 12, 2003] through September 30, 2008,2009, 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 has accumulated losses from operations,
minimal assets, and a net working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/S/MANTYLA MCREYNOLDS, LLC
Mantyla McReynolds, LLC
Salt Lake City, Utah
December 19, 200818, 2009
18
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Balance Sheets
September 30, 2009 and 2008
and 20079/30/2009 9/30/2008
9/30/2007
----------------------------------- -----------------
ASSETS
Assets
Current Assets
Cash $ - $ 3,750
$ 8,056
------------------Prepaid Expenses 700 -
-----------------
Total Current Assets 3,750 8,056
Property & Equipment (net) - 2,160
------------------ -----------------
Total Assets $ 700 $ 3,750
$10,216
=================================== =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable $ 6,4075,384 $ 3,8896,407
Accrued Liabilities 786 801786
Related-Party Payable - Note 6 9,905 9,159
8,076
----------------------------------- -----------------
Total Current Liabilities 16,075 16,352
12,766
----------------------------------- -----------------
Long Term Liabilities
Loans from Shareholders - Note 6 30,816 25,000 15,000
Accrued Interest Payable - Shareholders - Note 6 5,197 2,497
875
----------------------------------- -----------------
Total Long Term Liabilities 36,013 27,497
15,875
----------------------------------- -----------------
Total Liabilities $ 43,84952,088 $ 28,641
================== =================43,849
Stockholders' Deficit
Preferred Stock; par value ($0.01); - -
Authorized 5,000,000 shares
none issued or outstanding
Common Stock; par value ($0.01);
Authorized 50,000,000 shares; issued
and outstanding 1,200,000 12,000 12,000
Paid-in Capital 24,237 24,237
Deficit Accumulated during the development stage (87,625) (76,336)
(54,662)
----------------------------------- -----------------
Total Stockholders' Deficit (51,388) (40,099)
(18,425)
----------------------------------- -----------------
Total Liabilities and Stockholders' Deficit $ 700 $ 3,750
$ 10,216
=================================== =================
See accompanying notes to financial statements.
19
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Statements of Operations
For the years ended September 30, 20082009 and 20072008 and for the period
from Inception [December 12, 2003] through September 30, 2008
From2009
Since Inception
[12/12/2003]03]
through
2009 2008 2007 9/30/2008
--------------- --------------- ---------------2009
----------------- ----------------- ------------------
Revenues $ - $ 230- $ 9,694
Revenues from Related Parties - - 2,346
----------------- --------------------------------- ------------------
Total Revenue - 230- 12,040
Cost of Sales - 142- 8,394
Cost of Sales to Related Parties - - 2,101
----------------- --------------------------------- ------------------
Total Cost of Sales - 142- 10,495
----------------- --------------------------------- ------------------
Gross Profit - 88- 1,545
General & Administrative Expenses (7,744) (18,869) (17,002) (72,759)(80,503)
----------------- --------------------------------- ------------------
Net Loss from Operations (7,744) (18,869) (16,914) (71,214)
----------------- ---------------- ------------------(78,958)
Other Income/(Expenses):
Interest Expense (3,445) (2,705) (1,242) (4,622)(8,067)
----------------- --------------------------------- ------------------
Net Loss Before Income Taxes (11,189) (21,574) (18,156) (75,836)(87,025)
Provision for Income Taxes (100) (100) (500)(600)
----------------- --------------------------------- ------------------
Net Loss (11,289) (21,674) (18,256) (76,336)(87,625)
================= ================================= ==================
Loss Per Share $ (0.02)(0.01) $ (0.02) $ (0.06)(0.08)
================= ================================= ==================
Weighted Average Shares Outstanding 1,200,000 1,200,000 1,193,8741,194,925
================= ================================= ==================
See accompanying notes to financial statements.
20
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the years ended September 30, 20082009 and 20072008 and for the period
from Inception [December 12, 2003] through September 30, 20082009
Additional Net
Common Common Paid-in Accumulated Stockholders
Shares Stock Capital Deficit Equity
---------- ---------- ---------- ----------- -----------
----------- ----------- ------------
Balance, December 12, 2003 (Inception) - $ - $ - $ - $ -
Common stock issued for cash 1,200,000 12,000 22,737 - 34,737
Property contributed by shareholder - - 1,500 - 1,500
Net loss from inception on December 12, 2003
through September 30, 2004 - - - (3,400) (3,400)
---------- ---------- ---------- ----------- ----------- ----------- ----------- ------------
Balance, September 30, 2004 1,200,000 12,000 24,237 (3,400) 32,837
Net loss for the year ended September 30, 2005 - - - (11,324) (11,324)
---------- ---------- ---------- ----------- ----------- ----------- ----------- ------------
Balance, September 30, 2005 1,200,000 12,000 24,237 (14,724) 21,513
Net loss for the year ended September 30, 2006 - - - (21,682) (21,682)
---------- ---------- ---------- ----------- ----------- ----------- ----------- ------------
Balance, September 30, 2006 1,200,000 12,000 24,237 (36,406) (169)
Net loss for the year ended September 30, 2007 - - - (18,256) (18,256)
---------- ---------- ---------- ----------- ----------- ----------- ----------- ------------
Balance, September 30, 2007 1,200,000 12,000 24,237 (54,662) (18,425)
Net loss for the year ended September 30, 2008 - - - (21,674) (21,674)
---------- ---------- ---------- ----------- ----------- ----------- ----------- ------------
Balance, September 30, 2008 1,200,000 $12,000 $24,237 $(76,336)12,000 24,237 (76,336) (40,099)
Net loss for the year ended September 30, 2009 - - - (11,289) (11,289)
---------- ---------- ---------- ----------- -----------
Balance, September 30, 2009 1,200,000 12,000 24,237 (87,625) (51,388)
========== ========== ========== =========== =========== =========== =========== ============
See accompanying notes to financial statements.
21
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Statements of Cash Flows
For the years ended September 30, 20082009 and 20072008 and for the period
from Inception [December 12, 2003] through September 30, 20082009
Since Inception
[12/12/03]
through
2009 2008 2007 2008
------------2009
----------- ------------ ------------
Net Loss $ (21,574)(11,289) $ (18,256)(21,674) $ (76,336)(87,625)
Adjustments to reconcile net income/loss(loss) to net cash
FromProvided/(Used) by Operating Activities:
Depreciation - 2,160 2,947 8,906
Changes in Operating Assetsoperating assets and Liabilities:liabilities:
(Increase)/Decrease in Prepaid Expenses (700) - (700)
Increase/(Decrease) in Current/Accounts Payable and Accrued Liabilities (1,123) 2,503 42 15,26914,146
Increase/(Decrease) in Accrued Interest and Related Party Payable 3,446 2,705 875 3,580
------------7,026
----------- ------------ ------------
Net Cash FromProvided/(Used) by Operating Activities (9,566) (14,306) (14,392) (48,581)(58,147)
Cash FromProvided(Used) by Investing Activities
Purchase of Equipmentequipment - - (7,406)
----------------------- ------------ ------------
Net Cash FromProvided/(Used) by Investing Activities - - (7,406)
Cash FromProvided/(Used) by Financing Activities
Issued Stock for Cash - - 34,737
Loan from Shareholders 5,816 10,000 15,000 25,000
------------30,816
----------- ------------ ------------
Net Cash FromProvided/(Used) by Financing Activities 5,816 10,000 15,000 59,73765,553
Net Increase/Increase (Decrease) in Cashcash (3,750) (4,306) 608 3,750-
Beginning Cash Balance 3,750 8,056 7,448 -
----------------------- ------------ ------------
Ending Cash Balance $ - $ 3,750 $ 8,056 $ 3,750
============-
=========== ============ ============
Supplemental Schedule of Cash Flow Activities
Cash paid for income taxes $ 100 $ 100 $ 500600
Property contributed by shareholder $ - $ - $ 1,500
See accompanying notes to financial statements.
22
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Notes to Financial Statements
September 30, 20082009
NOTE 1 - Background and Summary of Significant Accounting Policies
(a) Company Background
Plan A Promotions, Inc. (Company) was founded December 12, 2003 as Lostwood
Professional Services, Inc. and was organized to engage in the business of
producing and selling promotional merchandise. The Company was incorporated
under the laws of the State of Utah.
The Company is considered to be in the development stage as defined in
Financial Accounting Standards Board Statement No. 7.ASC 915. It has yet to
commence full-scale operations and it continues to develop its planned
principle operations.
The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of
America. The following summarizes the more significant of such policies
(b) Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers cash on
deposit in the bank to be cash. The Company had $3,750$0 and $8,056$3,750 in cash on
September 30, 20082009 and 2007,2008, respectively.
(c) Fair Value of Financial Instruments
The carrying value of the Company's cash and cash equivalents, accounts
payable and notes payable approximate fair value.
(d) Income Taxes
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences in net property and equipment and
bad debt reserve for financial and income tax reporting.
The Company complies with the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], "Accounting for Income
Taxes."FASB ASC 740, "Income Taxes".
The Statement requires an asset and liability approach for financial
accounting and reporting for income taxes, and the recognition of deferred
tax assets and liabilities for the temporary differences between the
financial reporting basis and tax basis of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. In July 2006, the FASB issued Interpretation No. 48 (FIN No. 48),
"Accounting for Uncertainty in Income Taxes." This interpretation requires
recognition and measurement of uncertain income tax positions using a
"more-likely-than-not" approach. FIN No. 48 is effective for fiscal years
beginning after December 15, 2006. The Company adopted FIN 48 at the
beginning of fiscal year 2007 with no material impact on its financial
statements. The Company adopted the provisions of FIN 48, "Accounting for
Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109"
on October 1, 2007. See Note 3 Income Taxes for the impact of the adoption
of FIN 48.reports penalties and interest as
general and administrative expenses.
(e) Net Loss Per Common Share
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share," basicBasic loss per common share is based on the weighted-average number of
shares outstanding. Diluted income or loss per share is computed using
weighted average number of common shares plus dilutive common share
equivalents outstanding during the period using the treasury stock method.
The Company has convertible preferred shares outstanding, but the effect of
these shares on the calculation of loss per common share would be
antidilutive. The Company has 300,0001,200,000 common share equivalents
outstanding at September 30, 20082009 and 2007.2008.
(f) Revenue Recognition
The Company recognizes revenue in accordance with the Securities and
Exchange Commission Staff Accounting Bulletin (SAB) number 104, which
states that revenue is generally recognized when it is realized and earned.
Specifically, the Company recognizes revenue when products are delivered
and cash collections are reasonably assured.
23
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Notes to Financial Statements
September 30, 20082009
NOTE 1 - Background and Summary of Significant Accounting Policies (cont.)
(g) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
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.
(h) Property & Equipment
Property and equipment is stated at cost less accumulated depreciation.
Depreciation is calculated using the double-declining method over the
assets' estimated useful lives.
(i) Impact of New Accounting Standards
Effective July 1, 2009, the Company adopted the Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10,
Generally Accepted Accounting Principles - Overall ("ASC 105-10"), which
was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting
Standards Codification (the "Codification") as the source of authoritative
accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S.
GAAP for SEC registrants. All guidance contained in the Codification
carries an equal level of authority. The Codification superseded all
existing non-SEC accounting and reporting standards and all other
non-grandfathered, non-SEC accounting literature not included in the
Positions or Emerging Issues Task Force Abstracts. Instead, it will issue
Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as
authoritative in their own right. ASUs will serve only to update the
Codification, provide background information about the guidance and provide
the basis of conclusions on the change(s) in the Codification. References
made to FASB guidance throughout this document have been updated for the
Codification.
In September 2006, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 157, "Fair Value Measurements" ("SFAS 157")., which was primarily
codified into Topic 820 "Fair Value" in the ACS. SFAS 157 defines fair
value, establishes a framework for measuring fair value, and requires
enhanced disclosures about fair value measurements. SFAS 157 requires
companies to disclose the fair value of their financial instruments
according to a fair value hierarchy as defined in the standard.
Additionally, companies are required to provide enhanced disclosure
regarding financial instruments in one of the categories, including a
reconciliation of the beginning and ending balances separately for each
major category of assets and liabilities. In February 2008, the FASB issued
FASB Staff Position (FSP) No. FAS 157-2, which delays by one year the
effective date of SFAS No. 157 for certain types of non-financial assets
and non-financial liabilities. As a result, SFAS 157 will be effective for
financial statements issued for fiscal years beginning after November 15,
2007,2008, or the Company's fiscal year beginning October 1, 2008, for financial
assets and liabilities carried at fair value on a recurring basis, and on
October 1, 2009, for non-recurring non-financial assets and liabilities
that are recognized or disclosed at fair value. The Company adopted SFAS
No. 157 on October 1, 2008 for financial assets and liabilities carried at
fair value on a recurring basis, with no material impact on its
consolidated financial statements. The Company is currently determining
what impact the application of SFAS 157 on October 1, 2009 for
non-recurring non-financial assets and liabilities that are recognized or
disclosed at fair value will have on its financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for24
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Notes to Financial Assets and Financial Liabilities" ("SFAS 159"Statements
September 30, 2009
(i) Impact of New Accounting Standards (cont.). This Statement
provides companies with an option to report selected financial assets and
liabilities at fair value. Generally accepted accounting principles have
required different measurement attributes for different assets and
liabilities that can create artificial volatility in earnings. The
Statement's objective is to reduce both complexity in accounting for
financial instruments and the volatility in earnings caused by measuring
related assets and liabilities differently. The Company adopted SFAS 159 at
October 1, 2008 with no material impact to the Company's financial
statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations ("SFAS 141R"), which was primarily codified into Topic 805
"Business Combinations" in the ASC, and SFAS No. 160, ("SFAS 160"),
"NoncontrollingNoncontrolling
Interests in Consolidated Financial Statements, an amendment of Accounting
Research Bulletin No. 51".51("SFAS 160"), which was primarily codified into
Topic 810 "Consolidations" in the ASC. SFAS 141R will change how business
acquisitions are accounted for and will impact financial statements both on
the acquisition date and in subsequent periods. SFAS 160 will change the
accounting and reporting for minority interests, which will be
recharacterizedcharacterized as noncontrolling interests and classified as a component of
equity. SFAS 141R and SFAS 160 are effective for the Company beginning
October 1, 2009. Early adoption is not permitted. The Company is evaluating
the impact these statements will have on its financial statements.
24
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Notes to Financial Statements
September 30, 2008
(g) Use of Estimates in Preparation of Financial Statements (cont.)
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No. 13"
("SFAS 161")., which was primarily codified into Topic 815 "Derivatives and
Hedging" in the ASC. SFAS 161 will enhance the current disclosure framework
in SFAS No. 133 for derivative instruments and hedging activities. SFAS 161
is effective for the Company beginning October 1, 2009. The Company
anticipates that the adoption of SFAS 161 will not have a material impact
on the Company's financial statements.
In May 2008,2009, the FASB issued Statement No. 165, "Subsequent Events" ("SFAS
No. 162, "The Hierarchy165"), which was primarily codified into Topic 855 "Subsequent Events" in
the ASC. SFAS 165 establishes general standards of Generally
Accepted Accounting Principles". This statement is intended to improveaccounting for, and
requires disclosure of, events that occur after the balance sheet date but
before financial reporting by identifying a consistent framework,statements are issued or hierarchy,
for selecting accounting principlesare available to be used in preparing financial
statements in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities. The statement establishes that the
GAAP hierarchy should be directed to entities because it is the entity (not
its auditor) that is responsible for selecting accounting principles for
financial statements that are presented in conformity with GAAP. This
statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board Auditing amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles". The Company does not believe the implementation of
this statement will have a material impact on its financial statements.
In May 2008, the FASB issuedissued. SFAS
No. 163, "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60"
("SFAS 163"). SFAS 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of
premium revenue and claim liabilities. This Statement also requires
expanded disclosures about financial guarantee insurance contracts. SFAS
163165 is effective for fiscal years and interim periods within those fiscal
years, beginning on orending after DecemberJune 15,
2008 (October 1, 20092009. We adopted the provisions of SFAS 165 for the Company). The Company anticipates thatyear ended September
30, 2009. We have analyzed subsequent events through December 18, 2009, the
adoption of SFAS 163 willdate the financial statements were issued. We do not have abelieve there are any
material impact on the Company's financial statements.subsequent events which would require further disclosure.
The Company has reviewed all other recently issued, but not yet adopted,
accounting standards in order to determine their effects, if any, on its
results of operation, financial position or cash flows. Based on that
review, the Company believes that none of these pronouncements will have a
significant effect on its financial statements.
25
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Notes to Financial Statements
September 30, 20082009
NOTE 2 - LIQUIDITY/GOING CONCERN
The Company has accumulated losses from inception through September 30,
20082009 amounting to $76,336$87,625 and has minimal assets and operations at
September 30, 2008.operations. These
factors raise substantial doubt about the Company's ability to continue as
a going concern.
Management plans include raising capital to commence business operations,
or seeking a well capitalized merger candidate. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
If the Company is unable to develop its operations, the Company may have to
cease to exist.
NOTE 3 - INCOME TAXES
The provision for income taxes consists of the following:
Current taxes $ 1002,358
Deferred tax benefit (net of valuation allowance) 0
Deferred tax liability 02,258
-------
$ 100
=======
Below is a summary of deferred tax asset calculations on net operating loss
carry forward amounts. Loss carry forward amounts expire at various times
through 20282029 and do not include accrued officer compensation. A valuation
allowance is provided when it is more likely than not that some portion of
the deferred tax asset will not be realized.
Description Amount Asset Rate
(Liability)
- ------------------------------ ----------- -------------- ----------
Net Operating Loss Carryforwards:
Federal $ 64,20772,803 $ 9,63110,920 15%
State $ 63,70772,203 $ 3,1853,610 5%
Non-deductible (temporary) accrued
officer salaries $ 2,7056,150 $ 5421,230 20%
Differences in book / tax
Depreciation $ (983)162 $ (197)33 20%
Valuation allowance $ (13,161)(15,793)
--------------
Deferred tax asset 9/30/0809 $ 0
The allowance has increased $2,970$2,632 from $10,191$13,161 as of September 30, 2007.2008.
The Company is incorporated in the State of Utah, which levies a $100
minimum tax per year on every company therein incorporated. As a result,
the Company has accrued a provision of $100 per year to account for this
tax.
Reconciliation between taxes at the statutory rates (20%) and the actual income
tax provision for continuing operations follows:
2008 2009
------ ------
Expected benefit (based on statutory rates) $(4,315) $(3,631)$(2,258)
Effect of:
Temporary differences due to accrued officer
salaries (541) (78)(689)
Temporary differences due to depreciation 197 39150
Increase/(decrease) in valuation allowance 2,970 3,6902,632
Graduated Rates 1,709 -180
Deduction for state taxes (20) (20)(15)
State minimum franchise tax 100 100
------- -------
Total actual provision $ 100 $ 100
======= =======
26
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
September 30, 20082009
NOTE 3 - INCOME TAXES (cont.)
The Company adopted the provisions of FIN 48 on October 1, 2007. As a
result of this adoption, we havehas not made any adjustments to deferred tax
assets or liabilities. We did not identifyidentified any material uncertain tax
positions of the Company on returns that have been filed or that will be
filed. The Company has not had operations and is carrying a large Net
Operating Loss as disclosed above. Since it is not thought that this Net
Operating Loss will ever produce a tax benefit, even if examined by taxing
authorities and disallowed entirely, there would be no effect on the
financial statements. A reconciliation of our unrecognized tax benefits for
the year ended September 30, 20082009 is presented in the table below:
Balance as of October 1, 20072008
Additions based on tax positions related to the current year $ -
Additions based on tax positions related to prior year -
Reductions for tax positions of prior years -
Reductions due to expiration of statute of limitations -
Settlements with taxing authorities -
Balance as of September 30, 20082009 $ -
The Company has filed income tax returns in the US. All years prior to 20042005
are closed by expiration of the statute of limitations. The tax year ended
September 30, 2005,2006, will close by expiration of the statute of limitations
on January 5, 2009.2010. The years ended September 30, 2006, 2007, 2008, and 20082009 are
open for examination.
NOTE 4 - COMMON STOCK/PAID IN CAPITAL
On December 12, 2003, the Board of Directors authorized a stock issuance
totaling 1,200,000 shares of common stock to officers of the Company and
investors. On December 12, 2003, the Company issued 126,000 shares of
common stock at $0.02 for $2,520 in cash. On January 28, 2004, the Company
issued an additional 1,074,000 shares of common stock at $0.03 for cash
totaling $32,217. At inception, an owner of the Company contributed a
computer valued at $1,500.
27
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
September 30, 20082009
NOTE 5 - PROPERTY
The major classes of fixed assets as of the balance sheet date are as
follows:
Accumulated Net Useful
Asset Class Cost Depreciation Book Life (Years)
- --------------------------- ------------ --------------- ------- ------------
Computers and Office Equipment $4,322 ($4,322) $ - 5
Software $4,584 ($4,584) $ - 3
------------ --------------- -------
Total $8,906 ($8,906) $ -
------------ --------------- -------
The assets are depreciated using the double declining balance method over
three and five years. Depreciation expense was $2,160$0 and $2,947$2,160 for the years
ended September 30, 20082009 and 2007,2008, respectively.
NOTE 6 - RELATED-PARTY TRANSACTIONS
Salaries to the President of the Company were accruing at a rate of $250
per month. As of January 1, 2007,2008, the Company suspended all salaries until
the Company's operations generate positive cash flow. The balance payable
accrues interest at a simple interest rate of 10% annually. Salaries
expense was $0 and $750 for 2008 and 2007, respectively. Salaries payable at September 30, 20082009 was $9,159,$9,905, including accrued interest.
During the twelve months ended September 30, 2009, the Company accrued
interest associated with the Salaries payable of $746. During the twelve
months ended September 30, 2008, the Company accrued interest associated
with the Salaries payable of $1,084. During the twelve months
ended September 30, 2007, the Company accrued interest associated with the
Salaries payable of $367.$746. The balance is unsecured and payable
upon demand.
During the year ended September 30, 2007 a shareholder loaned the Company
$10,000 on an unsecured debenture. On August 18, 2008 the shareholder
loaned the Company an additional $10,000 on an unsecured debenture. On May
13, 2009, the shareholder loaned the Company $3,525 on an unsecured
debenture. The Note accruesNotes accrue interest at 10% per annum and matures on
February 15, 2009. TheDecember 31, 2011. For the year ended September 30, 2009, the Company has
accrued interest of $1,003$2,177 on this note, for the year ended December 31, 2011.note.
During the year ended September 30, 2007 a shareholder loaned the Company
$5,000 on an unsecured debenture. The Note accrues interest at 10% per
annum and matures on March 1, 2009. The Company has accrued interest of
$501 on this note, for the year ended December 31, 2011.
On August 18, 2008 a25, 2009, the shareholder
loaned the Company $10,000$2,291 on an unsecured debenture. The Note accrues
interest at 10% per annum and matures on December 31, 2010. The2011. For the year
ended September 30, 2009, the Company has accrued interest of $118$522 on this
note,
for the year ended December 31, 2011.note.
Eight shareholders, excluding the Company's Executive Officers, control
75.3% of the Company's issued and outstanding common stock. As a result,
these majority shareholders are able to exercise significant influence over
all matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. Such
concentration of ownership may also have the effect of delaying or
preventing a change in control of the Company.
NOTE 7 - CONCENTRATIONS
The Company is a development stage company and as such, transactions are
limited with respect to the number of customers and product-types offered.
Additionally, business is currently conducted almost exclusively in the
Salt Lake City, Utah area.
28
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T): CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that information
required to be disclosed is recorded, processed, summarized and reported within
the specified periods and is accumulated and communicated to management,
including our President and Secretary, to allow for timely decisions regarding
required disclosure of material information required to be included in our
periodic SEC reports. Our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective to a reasonable assurance level of
achieving such objectives. However, it should be noted that the design of any
system of controls 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,
regardless of how remote. In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls or in other
factors in the last fiscal quarter that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.
Evaluation of Disclosure Controls and Procedures. Our management, with the
participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures, as of the end of the period covered by this report were
effective such that the information required to be disclosed by us in reports
filed under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding disclosure. A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.
Management's Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United States. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.
Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer evaluated the effectiveness of our internal control over
financial reporting as of September 30, 2008.2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control Integrated
Framework. Based on this evaluation, our management, with the participation of
the President and Secretary/Treasurer, concluded that, as of September 30, 2008,2009,
our internal control over financial reporting was effective.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal controls over financial reporting.
Management's report was not subject to attestation by our independent registered
public accounting firm pursuant to the temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this Annual Report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in internal control over financial reporting.
29
ITEM 9B: OTHER INFORMATION
None.
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
IDENTIFICATION OF OFFICERS AND DIRECTORS
Our executive officers and directors and their respective ages, positions
and biographical information are set forth below.
Alycia D. Anthony, President and a director, is 3435 years of age. Ms.
Anthony graduated from the University of Utah, in Salt Lake City. She graduated
with a bachelor of science, and masters in Economics. Ms. Anthony has been
working in the public finance arena since 1996. She has worked for the
consulting firm of KPMG, Peat Marwick, Consulting, Inc. She also worked with the
Salt Lake Organizing Committee. For over the past four years Ms. Anthony has
worked within the advertising, marketing and construction management industries.
Nicholl Heieren, Vice President and a director, is 3133 years of age. Ms.
Heieren graduated from the University of Utah, in Salt Lake City, Utah. She
graduated with a bachelor of fine arts. Ms. Heieren has worked within the film,
fashion, and entertainment industry for the past nine years.
Sharlene Doolin, Secretary and a director, is 5960 years of age. Ms. Doolin
has been involved in the promotional merchandising industry for over the past
fifteen years. Her experience within the promotional merchandise industry
primarily involves working with non-profit associations and school
organizations.
INVOLVEMENT IN OTHER PUBLIC COMPANIES
Alycia Anthony, President and a director, was the Secretary and Director of
Energroup Technologies Corporation from September, 1999 through April, 2001,
during this time Energroup Technologies Corporation was a development stage
company with no significant operations. Ms. Anthony was also the President and
Director of Brenex Oil Corporation from November, 1999 through May, 2001, during
this time Brenex Oil Corporation was a development stage company with no
significant operations. In addition, Ms. Anthony served as the Secretary and
Director for Wasatch Web Advisors, Inc., from November, 1999, through October,
2003, during this time Wasatch Web Advisors, Inc., was a development stage
company providing website development services for small and middle market
companies.
Nicholl Heieren, Vice President and a director, was the Secretary and
Director of Rescon Technology Corporation from May, 1999 through April, 2001,
during this time Rescon Technology Corporation was a development stage company
with no significant operations.
Sharlene Doolin has no other involvement in other public companies as an
officer or a director.
PREVIOUS BLANK CHECK OR SHELL COMPANY EXPERIENCE
Other than being an officer and director of the Company, in the last five
years none of our directors has had any blank check or shell company experience.
30
SIGNIFICANT EMPLOYEES
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business
TERM OF OFFICE
The term of office for our directors is one year, or until a successor is
elected and qualified at the Company's annual meeting of shareholders, subject
to ratification by the shareholders. The term of office for each officer is one
year or until a successor is elected and qualified and is subject to removal by
the Board.
FAMILY RELATIONSHIPS
Alycia Anthony, the Company's President and director, is daughter to
Sharlene Doolin, the Company's Secretary and director. Nicholl Heieren, the
Company's Vice President and director, is a daughter-in-law to Sharlene Doolin
and a sister-in-law to Alycia Anthony.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Our common shares are registered under the Securities and Exchange Act of
1934 and therefore our officers, directors and holders of more than 10% of our
outstanding shares are subject to the provisions of Section 16(a) which requires
them to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and our other
equity securities. Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulations to furnish us with copies of all Section
16(a) reports they file. Based solely upon a review of the copies of such forms
furnished to us during the fiscal year ended September 30, 2008,2009, the following
were filed, but not timely:
Name Type Filed
- ------------------------------------------------- ----------- ------------------
- ------------------------------------------------- ----------- ------------------
Alycia Anthony Form 3 September 30, 2008
Nicholl Heieren Form 3 September 30, 2008
Sharlene Doolin Form 3 September 30, 2008
Michael J. Doolin Form 3 September 30, 2008
CODE OF ETHICS
We have adopted a code of ethics for our principal executive and financial
officers.
NO INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years, no director, officer, promoter or control
person:
- has filed a petition under federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of
such filing;
- was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
- was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him or her from or otherwise limiting
his/her involvement in any type of business, securities or banking
activities;
- was found by a court of competent jurisdiction in a civil action, by the
Securities and Exchange Commission or the Commodity Futures Trading
Commission, to have violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or vacated.
31
CORPORATE GOVERNANCE
Nominating Committee
We have not established a Nominating Committee because, due to our
development of operations and the fact that we only have three directors and
executive officers, we believe that we are able to effectively manage the issues
normally considered by a Nominating Committee. Following the entry into any
business or the completion of any acquisition, merger or reorganization, a
further review of this issue will no doubt be necessitated and undertaken by new
management.
If we do establish a Nominating Committee, we will disclose this change to
our procedures in recommending nominees to our board of directors.
Audit Committee
We have not established an Audit Committee because, due to our development
of operations and the fact that we only have three directors and executive
officers, we believe that we are able to effectively manage the issues normally
considered by an audit committee. Following the entry into any business or the
completion of any acquisition, merger or reorganization, a further review of
this issue will no doubt be necessitated and undertaken by new management
ITEM 11. EXECUTIVE COMPENSATION
ALL COMPENSATION
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- Comp-
Position Ended ($) ($) Compen -Stock Options outs ensat'n
- ---------------------------------------------------------------------
Alycia D. 09-30-07 $75009-30-09 $ 0 0 0 0 0 0 0
Anthony, 09-30-08 $ 0 0 0 0 0 0 0
Director,
President
Nicholl R. 09-30-0709-30-09 0 0 0 0 0 0 0
Heieren, 09-30-08 0 0 0 0 0 0 0
Director,
Vice
President
Sharlene 09-30-0709-30-09 0 0 0 0 0 0 0
Doolin, 09-30-08 0 0 0 0 0 0 0
Director,
Secretary
No deferred compensation or long-term incentive plan awards were issued or
granted to the Company's management during the year ended September 30, 20072009 or
2006. However, the Company has accrued $250 per month for compensation of the
Company's President. Ms. Anthony began receiving salary as of January 1, 2005.2008. On January 1, 2007,2008, the Company's Board of Directors resolved to suspend
officer and director salaries until the Company generates positive operating
cash flows.
Accordingly, 3 months of salaries were recorded in the amount of $750 as of
September 30, 2007. Should operations produce positive cash flow, compensation will
resume with Alycia Anthony receiving $250 per month. No employee, director, or
executive officer have been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.
32
COMPENSATION OF DIRECTORS
Executive compensation was paid to the Company's officers and directors
related to services performed for the Company's operations and managing the
Company's strategic development. On January 1, 2007,2008, the Company's Board of
Directors resolved to suspend officer and director salaries until the Company
generates positive operating cash flows. Should operations produce positive cash
flow, compensation will resume with Alycia Anthony receiving $250 per month.
OUTSTANDING EQUITY AWARDS
None
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
None. We have no outstanding options or stock appreciation rights.
OPTIONS/SAR EXERCISES IN THE LAST FISCAL YEAR
None. We have no outstanding options or stock appreciation rights.
LONG TERM INCENTIVE PLAN AWARDS IN THE LAST FISCAL YEAR
None. We have no long-term incentive plans.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the ownership by any person known to us to
be the beneficial owner of more than 5% of any class of our voting securities as
of September 30, 2008.2009. Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities. The persons named in the table below have sole voting power and
investment power with respect to all shares of common stock shown as
beneficially owned by them. The percentage of beneficial ownership is based upon
1,200,000 shares of common stock outstanding at that date.
Number of Shares Percentage
Name Beneficially Owned of Class
- ---------------- ------------------ --------
Alycia D. Anthony* 60,000 5.0%
3010 Lostwood Drive
Sandy, UT 84092
Luke H. Bradley 100,000 8.3%
2238 Catania Drive
Draper, UT 84020
Leonard W. Burningham 80,000 6.7%
455 East Fifth South #205
Salt Lake City, UT 84111
James P. Doolin* 60,000 5.0%
1704 E. Harvard Ave.
Salt Lake City, UT 84108
Michael J. Doolin* 298,500 24.9%
5 Pepperwood Drive
Sandy, UT 84092
Duane S. Jenson 100,000 8.3%
4685 South Highland Drive #202
Salt Lake City, UT 84117
Cory Powers 100,000 8.3%
864 Northcrest Ave.
Salt Lake City, UT 84103
Quad D LTD Partnership* 100,000 8.3%
5 Pepperwood Drive
Sandy, UT 84092
SCS, Inc. 75,000 6.3%
455 East Fifth South #201
Salt Lake City, UT 84111
TOTAL 973,500 81.1%
* Sharlene Doolin is deemed a beneficial owner, as she is the general partner of
Quad D LTD Partnership. Michael and Sharlene Doolin are husband and wife. James
Doolin is the son of Michael and Sharlene Doolin. Alycia Anthony is the daughter
of Michael and Sharelene Doolin.
33
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the holdings of common stock of the
Company's directors and executive officers as of the date hereof. The percentage
of beneficial ownership is based upon 2,045,000 shares of common stock
outstanding at that date.
Name Beneficially Owned of Class
- ---------------- ------------------ --------
Alycia D. Anthony* 60,000 5.0%
3010 Lostwood Drive
Sandy, UT 84092
Nicholl R. Heieren* 6,000 0.5%
1704 E. Harvard Ave.
Salt Lake City, UT 84108
Sharlene Doolin* 100,000** 8.3%
5 Pepperwood Drive
Sandy, UT 84092
TOTAL OFFICERS & DIRECTORS 166,000 13.8%
* Nicholl Heieren is Alycia Anthony's sister-in-law. James Doolin, a shareholder
of the Company, is married to Nicholl Heieren. Sharlene Doolin is the mother of
Alycia Anthony, and mother-in-law to Nicholl Heieren.
** Sharlene Doolin is an indirect owner of 100,000 shares of the Company's
common stock, because she is the general partner of Quad D LTD Partnership.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
None. We have no equity compensations plans.
CHANGES IN CONTROL
We do not have any arrangements that would result in any change in control
of our company. However, there are no provisions in our Articles of
Incorporation or Bylaws that would delay, defer or prevent a change in control.
34
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
None. We have no undisclosed related transactions.
RESOLVING CONFLICTS OF INTEREST
Our directors must disclose all conflicts of interest and all corporate
opportunities to the entire board of directors. Any transaction involving a
conflict of interest will be conducted on terms not less favorable than that
which could be obtained from an unrelated third party.
DIRECTOR INDEPENDENCE
We do not have any independent directors serving on our board of directors
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of the fees billed to us by our principal
accountants during the fiscal years ended September 30, 20082009 and 2007:2008:
Fee Category 2009 2008 2007
- --------------------------------------------------------------
- --------------------------------------------------------------
Audit Fees $ 6,861 14,589 11,268
Audit-related Fees $ 0 0
Tax Fees $ 0395 0
All Other Fees $ 0 3700
-----------------
Total Fees $ 7,256 14,589 11,638
=================
Audit Fees - Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and
review of the financial statements included in our Forms 10-Q or services that
are normally provided by our principal accountants in connection with statutory
and regulatory filings or engagements.
Audit-related Fees - Consists of fees for assurance and related services by
our principal accountants that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under "Audit
fees."
Tax Fees - Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
All Other Fees - Consists of fees for products and services provided by our
principal accountants, other than the services reported under "Audit fees,"
"Audit-related fees," and "Tax fees" above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors
We have not adopted an Audit Committee; therefore, there is no Audit
Committee policy in this regard. However, we do require approval in advance of
the performance of professional services to be provided to us by our principal
accountant. Additionally, all services rendered by our principal accountant are
performed pursuant to a written engagement letter between us and the principal
accountant.
35
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits. The following exhibits are filed as part of this Annual Report:
No. Description
- ---- ---------------------------------------------------------------------------------------
31.1 Certification of Principal Executive Officer as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
31.2 Certification of Principal Financial Officer as adopted pursuant to Section 302 of the
Sarbanes Oxley Act of 2002 *
32.2 Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
* Filed herewith
36
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: 12/19/2008 PLAN A PROMOTIONS, INC.
Date:12/18/09 By: /S/Alycia Anthony
Alycia Anthony
President & Director
Principal Executive and Financial Officer
In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.
Date:12/19/200818/09 By: /S/Alycia Anthony
Alycia Anthony
PresidentSharlene Doolin
Sharlene Doolin
Secretary & Director
Principal Executive and Financial Officer
37