UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X|
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedended: September 30, 2009
-----------------
2010
or
[ ] TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 00-51638
000-51638
Plan A Promotions, Inc.
------------------------
(Name
(Exact Name of Small Business Issuerregistrant as specified in its charter)
UTAH 16-1689008
---- -----------
(State or other jurisdiction of (Employer I.D. No.)
organization)
3010 Lost Wood Drive
Charter)
| Utah | | 16-1689008 |
| (State or other Jurisdiction of Incorporation or organization) | | (I.R.S. Employer Identification No.) |
9 Birchtree Lane
Sandy, UtahUT 84092
-----------------
(Address of Principal Executive Office)
Issuer'sOffices)
3010 Lostwood Drive
Sandy, UT 84092
(Former address, if changed since last report)
(801) 231-1121
(Registrant’s Telephone Number, including Area Code: (801) 231-1121
area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.01
Indicate by check mark if the registrantRegistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No |X|
Check whether[X]
Indicate by check mark if the issuerRegistrant is not required to file reports pursuant to Section 13 or 15 (d)15(d) of the Exchange Act .Act. Yes |_|[ ] No |X|
Check[X]
Indicate by check mark whether the issuerRegistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports);, and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes |X|[X] No |_|
[ ] (2) 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'sRegistrant’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-K10-K. [ ]
Indicate by check mark whether the registrantRegistrant 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]
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X|[X] No |_|
[ ]
State issuer's revenue for itsthe aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recentrecently completed second fiscal year: -0-
quarter.
The market value of the voting stock held by non-affiliates is $55,125.was $66,150, based on 220,500 shares held by non-affiliates. These computations are based upon the bid price of $.25$0.30 for the common stock of the Company on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. ("FINRA"(“FINRA”) on October 1, 2009.March 31, 2010. As of December 18, 2009,September 30, 2010, the registrantRegistrant had 1,200,000 shares of common stock outstanding.
Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
December 7, 2010: Common – 1,200,000 shares.
Documents incorporated by reference:
None
Transitional Small Business Disclosure Format: Yes |_| No |X|
1
See Part IV, Item 15.
TABLE OF CONTENTS
Table of Contents
PART I............................................................................................................................31 | |
ITEM 1. BUSINESS........................................................................................................3BUSINESS | 4 |
ITEM 1A. RISK FACTORS....................................................................................................7FACTORS | 8 |
ITEM 2: PROPERTIES.....................................................................................................102. PROPERTIES | 8 |
ITEM 3:3. LEGAL PROCEEDINGS..............................................................................................10PROCEEDINGS | 8 |
ITEM 4: SUBMISSION4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................................10HOLDERS | 8 |
PART II..........................................................................................................................11II | |
ITEM 5:5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES...11SECURITIES | 8 |
ITEM 6:6. SELECTED FINANCIAL DATA........................................................................................12DATA | 11 |
ITEM 7:7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION...........................13OPERATIONS | 12 |
ITEM 7A:7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................................15RISK | 13 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................................16DATA | 13 |
ITEM 9:9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS..................................................................29ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 24 |
ITEM 9A:9A(T). CONTROLS AND PROCEDURES........................................................................................29PROCEDURES | 24 |
ITEM 9B:9B. OTHER INFORMATION..............................................................................................30INFORMATION | 24 |
PART III.........................................................................................................................30III | |
ITEM 10:10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE........................................................30GOVERNANCE | 25 |
ITEM 11. EXECUTIVE COMPENSATION.........................................................................................32COMPENSATION | 26 |
ITEM 12:12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.................33MATTERS | 27 |
ITEM 13:13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE......................................35INDEPENDANCE | 30 |
ITEM 14:14. PRINCIPAL ACCOUNTANTACCOUNTING FEES AND SERVICES.........................................................................35SERVICES | 31 |
| PART IV | |
ITEM 15:15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES.....................................................................36
SIGNATURES.......................................................................................................................37
STATEMENTS SCHEDULES | 32 |
| SIGNATURES | 32 |
2
PART I
FORWARD LOOKING STATEMENTS
In this report,Annual Report, references to "Plan“Plan A Promotions,"” “Plan A Promotions,” the "Company," "we,"
"us,"“Company,” “we,” “us,” and "our"“our” refer to Plan“Plan A Promotions, Inc.
” the Registrant.
This annual reportAnnual Report contains certain forward-looking statements and for this purpose any statements contained in this annual reportAnnual 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"“may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or "continue"“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'sPromotions’ chosen industry, technological advances and failure by us to successfully develop business relationships.
ITEM 1. BUSINESS
HISTORICAL DEVELOPMENT
Business Development
Historical Business Developments of Plan A Promotions
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, 2009,2010, generated no revenue. The Company's general and administrative expenses for the year ended September 30, 2009,2010, were $7,744,$7,450, resulting in an operating loss of ($7,744),$7,450, and a net loss of $($11,289)$11,562 after accounting for interest expense of $3,445$4,012 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,
2009,2010, 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
Description of Business
Plan A Promotions has been involved in the value-added reseller market, specializing in promotional merchandise and apparel, employee recognition and incentive programs, business gifts and marketing expertise. The Company has
provided its targeted customers-which includeincluded corporations, non-profit organizations, schools, and education associations with over 500,000 promotional and marketing products.
Plan A has provided customers access to a variety of promotional products through its relationships with wholesale distributors. The Company's distributors offeroffered 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 believesbelieved 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 leverageleveraged these products to strengthen their brand, image, customer and employee relations, incentive programs and advertising campaigns.
The Company has also provided customers with art design and consultation services through its relationships with several art and graphic design houses, in which the Company has outsourced its design work. These firms operateoperated as independent consultants for Plan A Promotions and chargecharged the Company directly for their services. The Company marksmarked up the design charges, and incorporatesincorporated them into the client's overall merchandising package.
The Company
does notis no longer actively involved in the promotional merchandise industry. We are currently seeking potential assets, property or businesses to acquire, in a business combination, by reorganization, merger or acquisition. We have
any standing contractual relationships with any design firms; however, existing
relationships between the Company and many different graphic design houses will
allow the provisionhad no material business operations since approximately December, 2006. Our plan of
these outsourced services to any of the Company's
customers.
The Company's primary market has been within the greater Salt Lake City,
Utah area. However, through the Company's website, the Company has marketed
products and services nationwide, and has targeted its marketing efforts
particularly on small businesses, non-profit organizations and school
associations.
MARKETING AND ADVERTISING
The Company has marketed its products and services through word of mouth
and the Company's website. The Company has marketed to new customers through
direct mail 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 made 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 will ship either directly to the client or to the
Company itself. Typically if it is a finished product, the suppliers would ship
the product directly to the client, and the Company would send a separate
invoiceoperation for the order. If the product needs screen printing, embroidery or other
finishing services, the Company would deliver the product to the client upon
completionnext 12 months is to: (i) consider guidelines of the order. The Company has access toindustries in which we may have an interest; (ii) adopt 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 forregarding engaging in the business of large corporations.any selected industry; and (iii) to commence operations through funding and/or the acquisition or business combination with a “going concern” engaged in any industry selected. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and we will be unable to d o so until we determine any particular industry in which we may conduct business operations.We are not currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the foreseeable future unless and until we complete any such acquisition. In our present form, we are deemed to be a “shell company” seeking to acquire or merge with a business or company. We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities may include all lawful businesses. We recognize that the number of suitable potential business ventures that may be available to us will be extremely limited, and may be restricted to businesses or entities that desire to become a publicly-held company while avoiding what many may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of “going public.” The Company has numerous competitors with similar marketing plans, accessmost prevalent of these factors include the substantial time requirements, legal and accounting costs, the inability to similar distributors,obtain an underwriter who is willing to publicly offer and similar products. The Company believes that its
success reliessell securities 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 operationsbehalf of the Companyparticular entity, the lack of or the inability to obtain the required financial statements for such an undertaking, state limitations on the amount of dilution to public investors in comparison to the stockholders of any such entity, along with other conditions or requirements imposed by various federal and Nicholl Heieren, Vice Presidentstate securities laws, rules and Directorregulations and Sharlene Doolin,
Secretaryfederal and Director, oversee strategystate agencies that implement them.
Amendments to SEC Form 8-K regarding shell companies and developmenttransactions with shell companies require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and proforma financial statements, within four business days 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 companiesclosing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the Company's customers. The Company had been accruing Ms.
Anthony $250 per month for compensationrecent amendments to Rule 144 (“Rule 144”) of services performed, but the salary
was suspended effective January 1, 2008 until the Company produces 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 profitabilitySecurities Act of its operations.
COMPANY HEADQUARTERS
The Company's mailing address is 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 operations and demanded space requirements, the Company may look
to lease an office.
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 issuers1933, as amended (the “Securities Act”) adopted by the SEC that were effective on February 15, 2008, that limit the resale of most securities of shell companies until 12 months after the filing of such information (the “Form 10 Information” ), may eliminate many of the perceived advantages of going public transactions with shell companies. These types of transactions are customarily referred to as “reverse” reorganizations or mergers in Release No. 34-30968which the acquired company’s stockholders become the controlling stockholders in the acquiring company and effective asthe acquiring company becomes the successor to the business operations of August 13, 1992, substantially
modified the informationacquired company. Regulations governing shell companies also deny the use of SEC Form S-8 for the registration of securities and financial requirementslimit the use of SEC Form S-8 to a "Small Business
Issuer," defined to be an issuer that has revenuesreorganized shell company until the expiration 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, an60 days from when any such 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 nowno longer considered to be a "smaller reporting company,
effective February 4, 2008, whenshell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employe es, thereby necessitating the filing of a registration statement with the SEC abolishedto complete any such reorganization, and incurring the time and expenses that are normally avoided by reverse reorganizations or mergers. Recent amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any business combination, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that desires to utilize us as a means of going public. See the heading “Rule 144” in Part II, Item 5, for a discussion of the general requirements of Rule 144 and the limitations of Rule 144 with respect to shell companies.
Any of these types of business combination transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% or more of our outstanding voting securities; accordingly, investments in the private enterprise, if available, would be much more favorable than any investment in us.
Management intends to consider a number of factors prior to making any decision to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merits of any such business or company’s technology or intellectual property; the present financial condition, projected growth potential and available technical, financial and managerial resources; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such busine ss or company’s management services and the depth of management; the business or the company’s potential for further research, development or exploration; risk factors specifically related to the business’s or company’s operations; the potential for growth, expansion and profit; the perceived public recognition or acceptance of products, or services offered and trademarks and name identification; and numerous other factors that are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.
Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such business will be unproven and cannot be predicted with any certainty.
Our management will attempt to meet personally with management and key personnel of any entity providing a potential business opportunity for us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of material personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management and limited capital, these activities may be limited. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor or if at all. We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners of our securities or their affiliates. Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of our management in the future for services that they may perform for us. Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a business combination, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders. There are presently no preliminary agreements or understandings between us and members of our management respecting such compensation. Any shares issued to members of our management would be requ ired to be resold under an effective registration statement filed with the SEC or could not be publicly sold until 12 months after we file the Form 10 information about the business combination with the SEC as now required by SEC Form 8-K. These provisions could further inhibit our ability to complete any business combination where finders or others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash rather than our shares or unless we agree to file a registration statement with the SEC that includes any shares that are to be issued to them, at no cost to them. These expenses could limit potential acquisition candidates, especially those in need of cash resources, and could affect the number of shares that our stockholders retain following any such transaction, by reason of the increased expense.
Substantial fees are also often paid in connection with the completion of all types of business combinations, ranging from a small amount to as much as $400,000 or more. These fees are usually divided among promoters or founders or finders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of their shares of common stock or as consideration to them to provide an indemnification for all of our prior liabilities. Members of management may also actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed business combination. It is not anticipated t hat any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid or shares are purchased, these requirements may become a factor in negotiations regarding any business combination with us and, accordingly, may also present a conflict of interest for such individuals. Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the recent amendments to Rule 144 that prohibit, among other requirements, the public resale of these shares until 12 months after the filing of the Form 10 information with the SEC. We have no present arrangements or understandings respecting any of these types of fees or opportunities.
Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition
Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by us; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger. There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets, and no cash reserves, will no doubt be at a competitive disadvantage in competing with shell companies that have si gnificant cash resources and have recent operating histories when compared with our lack of any substantive operations for many years.
Effect of Existing or Probable Governmental Regulations on our Business
We are subject to the following regulations of the SEC and applicable securities laws, rules and regulations:
Smaller Reporting Company
We are subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to the disclosure requirements of Regulation SB.
S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K applicable to larger companies.
Sarbanes/Oxley Act
We are also subject to the Sarbanes-OxleySarbanes/Oxley Act of 2002. ThisThe Sarbanes/Oxley Act createscreated a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthenstrengthens 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'members’ appointment, and compensation and oversight of the work of public companies'companies’ auditors; management's assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires compani es to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.
Exchange Act Reporting Requirements
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.14A. Matters submitted to our stockholders at a special or annual meetingmeetings thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14-A14A or 14-C14C 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 reportsAnnual Reports on
SEC Form 10-K and
quarterly
reportsQuarterly Reports on
SEC Form 10-Q with the
Securities Exchange CommissionSEC 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
SEC 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
Number of Total Employees and regulations
mayNumber of Full Time Employees
We 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
no employees.
ITEM 1A. RISK FACTORS
The Company's business operations
As a smaller reporting company, we are highly speculativenot required to provide risk factors.
ITEM 2. PROPERTIES
Our Company has no assets, property or business; its principal executive office address 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 considertelephone number are the
following:
THE COMPANY IS IN AN EARLY STAGE OF DEVELOPMENT
Plan A Promotionsoffice address and telephone number of Alycia Anthony, who is
a development stage company. Theour President and director, and are provided at no cost to the Company. See Part I, Item 1. Because the Company has
had no business, its activities have been 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 resultkeeping itself in
losses early in its
development.
THE COMPANY MAY EXPERIENCE FLUCTUATIONS IN OPERATING RESULTS
The Company's operating results are likely to fluctuategood standing in the
future as a
resultState of
a varietyUtah. These activities have consumed an insignificant amount of
factors. Somemanagement’s time; accordingly, the costs to Ms. Anthony of
these factors may include economic
conditions; the amountproviding use of office 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 couldtelephone 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, 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.
minimal.
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 3:3. LEGAL PROCEEDINGS
None.
ITEM 4:4. 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,
2009.
10
2010.
PART II
ITEM 5:5. MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
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
Set forth below are
quarterly datathe high and low closing bid prices for
the most recent
two fiscal years:
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
OCT 01, 2007 $0.25 $0.25 $ 5.00 $ 5.00
THRU
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
infor each quarter of 2010 and 2009. These bid prices were obtained from Pink Sheets, LLC, formerly known as 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
“National Quotation Bureau, LLC.” All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
| Period | | High Bid | | Low Bid | |
| October 1, 2008 through December 31, 2008 | | $ | 0.30 | | $ | 0.30 | |
| January 1, 2009 through March 31, 2009 | | $ | 0.30 | | $ | 0.30 | |
| April 1, 2009 through June 30, 2009 | | $ | 0.30 | | $ | 0.30 | |
| July 1, 2009 through September 30, 2009 | | $ | 0.30 | | $ | 0.30 | |
| | | | | | | | |
| October 1, 2009 through December 31, 2009 | | $ | 0.30 | | $ | 0.30 | |
| January 1, 2010 through March 31, 2010 | | $ | 0.30 | | $ | 0.25 | |
| April 1, 2010 through June 30, 2010 | | $ | 0.30 | | $ | 0.30 | |
| July 1, 2010 through September 30, 2010 | | $ | 0.30 | | $ | 0.30 | |
Rule 144 - Generally
--------------------
The following is a summary of the current requirements of Rule 144 for
Restricted Securities of Reporting Issuers:
144:
| | |
| Affiliate or Person Selling on Behalf of an Affiliate | Non-Affiliate (and has not been an Affiliate During the Prior Three Affiliate or Person Selling on BehalfMonths) |
Restricted Securities of an Affiliate Months)
====================================================== ======================================
Reporting Issuers | During six-month holding period - no resales under During six- month holding period -
Rule 144 Permitted. – no resales under Rule 144 permitted.
Permitted. After Six-month holding period - – may resell in After six-month holding period but accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144. | During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but 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. |
| Restricted Securities of Non-Reporting Issuers | During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144. | During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. |
USE OF PROCEEDS OF REGISTERED SECURITIES
Shell Companies
The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:
“(i)
Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.
(1)
This section is not available for the resale of securities initially issued by an issuer defined below:
(i)
An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:
(A)
No or nominal operations; and
(B)
Either:
(1)
No or nominal assets;
(2)
Assets consisting solely of cash and cash equivalents; or
(3)
Assets consisting of any amount of cash and cash equivalents and nominal other assets; or
(ii)
An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).
(2)
Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for suchshorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the req uirements of this section after 12 months have elapsed from the date that the issuer filed “Form 10 information” with the SEC.
(3)
The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the “Form 10 information” in any filing of the issuer with the SEC. The “Form 10 information” is deemed filed when the initial filing is made with the SEC.”
Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph.
Section 4(1) of the Securities Act
Since we are a shell company as defined in subparagraph (i) of Rule 144, our shares of common stock that were issued while or after we became a shell company cannot be publicly resold under Rule 144 until we comply with the requirements outlined above under the heading “Shell Companies.” Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.” That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, including the availability of “current public information” about us as required by subparagraph (c) (1) or (c)(2) of Rule 144, regardless of the Rule’s availability; and such resales may be limited to our non-affiliates. It has been the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees. See NASD Regulation, Inc. , CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.” The current position of the SEC that is contained in Securities Act Release No. 33-8899, effective February 15, 2008, and that codified the position of the SEC set forth in the Worm-Wulff Letter and revised Rule 144 as outlined above, is that Rule 144 now defines what resales can be made under Section 4(1) of the Securities Act, and with limited exceptions, which are set forth in footnote 172 of that Release, shares of shell companies must be sold in compliance with Rule 144(i) that is quoted above.
Holders
The number of record holders of the Company’s common stock, as of the date of this Annual Report, is approximately 94.
Dividends
The Company has not declared any dividends with respect to its common stock and does not intend to declare any dividends in the foreseeable future. The future dividend policy of the Company cannot be ascertained with any certainty. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay cash dividends on its common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
None; not applicable.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We have sold no registeredunregistered securities during the period covered by this Annual Report.
PURCHASES OF EQUITY SECURITIES BY US AND AFFILIATED PURCHASERS
Use of Proceeds of Registered Securities
We did not purchasehave no proceeds from the sale of registered securities.
Purchases of Equity Securities by Us and Affiliated Purchasers
During the last three fiscal years, there were no purchases of any equity securities of ours by us or any person on our behalf; nor were there any purchases of our equity securities by any affiliate of ours during the period covered by this
Annual Report.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
None.
last three fiscal years.
ITEM
6:6. SELECTED FINANCIAL DATA
None; not applicable.
12
Not required for smaller reporting companies.
ITEM 7: MANAGEMENT'S7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
OPERATION
Forward-Looking Statements
When used in this report,Annual Report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend,"“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'Promotions’ future plans of operations, business strategy, operating results, and financial position. Persons reviewing this reportAnnual 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-lookingforward-loo king statements as a result of various factors. Such factors are discussed further below under "Trends“Trends and Uncertainties"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
Our plan of operation for the next 12 months is to evaluate andto: (i) consider opportunitiesguidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the promotional merchandisingbusiness of any selected industry; and (iii) commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our SEC reporting filing expenses, including associated legal and adoptaccounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a strategycorporation in our state of organization. We anticipate that these funds will be provided to pursue a viable marketus in the industry. However,form of loans from shareholders, although no shareholders are under any obligation to provide any such loans in the future. Currently, any such loans that may be provided to us from time to time by shareholders are made pursuant to a demand promissory note that have been issued by us to shareholders, which loans are unsecured, payable on demand and bear intere st at a rate of 10% per annum.
Liquidity and Capital Resources
We have no current cash resources.
Results of Operations
Overview
Other than maintaining its good corporate standing in the State of Utah and seeking the acquisition of assets, properties or businesses that may benefit the Company and its stockholders, 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 itshad no material business operations or seeking a well capitalized merger
candidate. in the two most recent calendar years.
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 generatedyear ended September 30, 2010 resulted in a net loss of ($11,289) on no revenue for the fiscal11,562). The year ended September 30, 2009, andresulted in a net loss of ($21,674) on no revenue for the
fiscal year ended September 30, 2008. 11,289).
The
Basic Lossbasic loss per
Shareshare for the year ended September 30,
20092010, was ($0.01)
. Details and a loss per share 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, 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 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, 2009, was $7,744
compared to $18,869 for the year ended September 30, 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. The decrease in accounting expense can be attributed to the
expenses incurred in prior years associated with the adoption of
Sarbanes-Oxley Act of 2002.
- Depreciation for the year ended September 30, 2009 was $0, which
decreased from the $2,160 in depreciation the Company incurred for the
year ended September 30, 2008. The Company did not acquire any new
property or equipment in the past twelve months, and depreciated the
remainder of its property and equipment in the year ended September
30, 2008.
OPERATING RESULTS - INTEREST EXPENSES
The Company incurred $3,445 in interest expense in the year ended September
30, 2009. In the year ended September 30, 2008, the Company incurred $2,705 in
interest expense. In the year ended September 30, 2009, the Company borrowed an
additional $5,816 from two shareholders and therefore the interest expense
incurred was greater($0.01) for the year ended September 30, 2009. LIQUIDITY AND CAPITAL RESOURCES
Balance Sheet Information:Details of changes in revenues and expenses can be found below.
At September 30, 2010, the Company had no assets. See the Financial Statements and Supplementary Data, Item 8 of this Annual Report.
During the year ended September 30, 2010, expenses were paid by two shareholders, in the aggregate amount of $5,262, and the year ended September 30, 2009 expenses were also paid by these two shareholders in the aggregate amount of $5,816. The following information is a summaryaggregate amount of our balance sheet$44,541 outstanding as of September 30, 2009:
Summary Balance2010, paid by the two shareholders currently is unsecured, bears interest at the rate of 10% per annum, and matures December 31, 2011.
While two shareholders currently pay our limited operating and other expenses, on our behalf, these shareholders are not obligated to pay any of those expenses and we can provide no assurance that these shareholders will continue to pay any of those expenses in the future.
Off-Balance Sheet asArrangements
We had no Off-Balance Sheet arrangements of
any kind for the year ended September 30,
2009
==============================================
Total Current Assets $ 700
Total Assets 700
Total Liabilities 52,088
Accumulated Deficit (87,625)
Total Stockholders' Deficit (51,338)
As of September 30, 2009 our total current assets were $700 and consisted
of prepaid expenses. As of September 30, 2008 our total assets were
valued at $3,750, of which $3,750 was cash.
Liabilities at September 30, 2009 totaled $52,088, and consisted of $5,384
in accounts payable, $786 in accrued liabilities, and $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.
2010.
ITEM 7A:7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable
15
required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PART F/S
Plan A Promotions, Inc.
[A
[A Development Stage Company]
Financial Statements and Report of
Independent Registered Public Accounting Firm
September 30, 2009
16
TABLE OF CONTENTS
Plan A Promotions, Inc.
[A Development Stage Company]
TABLE OF CONTENTS
| Page |
Report of Independent Registered Public Accounting Firm 18
| 14 |
Balance Sheets --- September 30, 20092010 and 2008 19
2009 | 15 |
Statements of Operations for the years endedYears Ended September 30, 20092010 and 20082009 and for the period from Inceptioninception [December 12, 2003] through September 30, 2009 20
Statements2010. | 16 |
Statement of Stockholders' EquityStockholders’ Deficit for the period from Inceptioninception [December 12, 2003] through September 30, 2009 21
2010. | 17 |
Statements of Cash Flows for the years endedYears Ended September 30, 20092010 and 20082009 and for the period from Inceptioninception [December 12, 2003] through September 30, 2009 22
2010. | 18 |
| Notes to the Financial Statements | 19 - 23 - 28
|
17
Plan A Promotions, Inc.
[A Development Stage Company]
Financial Statements and Report of
Independent Registered Public Accounting Firm
September 30, 2010
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, (aInc. [a development stage company)company] as of September 30, 20092010 and 2008,2009, and the related statements of operations, stockholders'stockholders’ deficit, and cash flows for the years ended September 30, 20092010 and 20082009 and for the period from Inceptioninception [December 12, 2003] through September 30, 2009.2010. These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company 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'sCompany’s internal controls over financial reporting. Accordingly,;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(a development stage company]company) as of September 30, 20092010 and 2008,2009, and the results of their operations and their cash flows for the years ended September 30, 20092010 and 20082009 and for the period from Inceptioninception [December 12, 2003] through September 30, 2009,2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has accumulated losses, from operations,
minimal assets, and a net working capital deficiency thatdeficiency. These factors raise substantial doubt about its ability to continue as a going concern. ManagementManagement’s 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/
/S/ MANTYLA MCREYNOLDS LLC
Mantyla McReynolds, LLC
Salt Lake City, Utah
December
18, 2009
18
Plan A Promotions, Inc.
[A Development Stage Company]
Balance Sheets
September 30, 2009 and 2008
9/30/2009 9/30/2008
----------------- -----------------
ASSETS
Assets
Current Assets
Cash $ - $ 3,750
Prepaid Expenses 700 -
----------------- -----------------
Total Assets $ 700 $ 3,750
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable $ 5,384 $ 6,407
Accrued Liabilities 786 786
Related-Party Payable - Note 6 9,905 9,159
----------------- -----------------
Total Current Liabilities 16,075 16,352
----------------- -----------------
Long Term Liabilities
Loans from Shareholders - Note 6 30,816 25,000
Accrued Interest Payable - Shareholders - Note 6 5,197 2,497
----------------- -----------------
Total Long Term Liabilities 36,013 27,497
----------------- -----------------
Total Liabilities $ 52,088 $ 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)
----------------- -----------------
Total Stockholders' Deficit (51,388) (40,099)
----------------- -----------------
Total Liabilities and Stockholders' Deficit $ 700 $ 3,750
================= =================
See accompanying notes to financial statements.
19
Plan A Promotions, Inc.
[A Development Stage Company]
Statements of Operations
For the years ended September 30, 2009 and 2008 and for the period
from Inception [December 12, 2003] through September 30, 2009
Since Inception
[12/12/03]
through
2009 2008 2009
----------------- ----------------- ------------------
Revenues $ - $ - $ 9,694
Revenues from Related Parties - - 2,346
----------------- ----------------- ------------------
Total Revenue - - 12,040
Cost of Sales - - 8,394
Cost of Sales to Related Parties - - 2,101
----------------- ----------------- ------------------
Total Cost of Sales - - 10,495
----------------- ----------------- ------------------
Gross Profit - - 1,545
General & Administrative Expenses (7,744) (18,869) (80,503)
----------------- ----------------- ------------------
Net Loss from Operations (7,744) (18,869) (78,958)
Other Income/(Expenses):
Interest Expense (3,445) (2,705) (8,067)
----------------- ----------------- ------------------
Net Loss Before Income Taxes (11,189) (21,574) (87,025)
Provision for Income Taxes (100) (100) (600)
----------------- ----------------- ------------------
Net Loss (11,289) (21,674) (87,625)
================= ================= ==================
Loss Per Share $ (0.01) $ (0.02) $ (0.08)
================= ================= ==================
Weighted Average Shares Outstanding 1,200,000 1,200,000 1,194,925
================= ================= ==================
See accompanying notes to financial statements.
20
Plan A Promotions, Inc.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the years ended September 30, 2009 and 2008 and for the period
from Inception [December 12, 2003] through September 30, 2009
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) (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, 2009 and 2008 and for the period
from Inception [December 12, 2003] through September 30, 2009
Since Inception
[12/12/03]
through
2009 2008 2009
----------- ------------ ------------
Net Loss $ (11,289) $ (21,674) $ (87,625)
Adjustments to reconcile net income/(loss) to net cash
Provided/(Used) by Operating Activities:
Depreciation - 2,160 8,906
Changes in operating assets and liabilities:
(Increase)/Decrease in Prepaid Expenses (700) - (700)
Increase/(Decrease) in Accounts Payable and Accrued Liabilities (1,123) 2,503 14,146
Increase/(Decrease) in Accrued Interest and Related Party Payable 3,446 2,705 7,026
----------- ------------ ------------
Net Cash Provided/(Used) by Operating Activities (9,566) (14,306) (58,147)
Cash Provided(Used) by Investing Activities
Purchase of equipment - - (7,406)
----------- ------------ ------------
Net Cash Provided/(Used) by Investing Activities - - (7,406)
Cash Provided/(Used) by Financing Activities
Issued Stock for Cash - - 34,737
Loan from Shareholders 5,816 10,000 30,816
----------- ------------ ------------
Net Cash Provided/(Used) by Financing Activities 5,816 10,000 65,553
Net Increase (Decrease) in cash (3,750) (4,306) -
Beginning Cash Balance 3,750 8,056 -
----------- ------------ ------------
Ending Cash Balance $ - $ 3,750 $ -
=========== ============ ============
Supplemental Schedule of Cash Flow Activities
Cash paid for income taxes $ 100 $ 100 $ 600
Property contributed by shareholder $ - $ - $ 1,500
See accompanying notes to financial statements.
22
7, 2010
Plan A Promotions, Inc.
[A
[A Development Stage Company]
BALANCE SHEETS
September 30, 2010 and 2009
| | | 9/30/2010 | | | 9/30/2009 | |
| | | | | | | |
| Assets | | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | - | | | $ | - | |
| Prepaid Expenses | | | - | | | | 700 | |
| Total Current Assets | | | - | | | | 700 | |
| Property & Equipment (net) | | | - | | | | - | |
| Total Assets | | $ | - | | | $ | 700 | |
| Liabilities and Stockholders' Deficit | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts Payable | | $ | 6,972 | | | $ | 5,384 | |
| Accrued Liabilities | | | 786 | | | | 786 | |
| Related-Party Payable - Note 3 | | | 10,651 | | | | 9,905 | |
| Total Current Liabilities | | | 18,409 | | | | 16,075 | |
| Long Term Liabilities | | | | | | | | |
| Loans from Shareholders | | | 36,078 | | | | 30,816 | |
| Accrued Interest Payable - Shareholders | | | 8,463 | | | | 5,197 | |
| Total Long Term Liabilities | | | 44,541 | | | | 36,013 | |
| Total Liabilities | | $ | 62,950 | | | $ | 52,088 | |
| 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 | | | (99,188 | ) | | | (87,625 | ) |
| Total Stockholders' Deficit | | | (62,950 | ) | | | (51,388 | ) |
| Total Liabilities and Stockholders' Deficit | | $ | - | | | $ | 700 | |
See accompanying notes to financial statements
Plan A Promotions, Inc.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the years ended September 30, 2010 and 2009 and for the
period from Inception [December 12, 2003] through September 30, 2010
| | | For the | | | For the | | | Since Inception | |
| | | Year | | | Year | | | [12/12/03] | |
| | | Ended | | | Ended | | | through | |
| | | 9/30/2010 | | | 9/30/2009 | | | 9/30/2010 | |
| | | | | | | | | | | | | |
| Revenues | | $ | - | | | $ | - | | | $ | 9,694 | |
| Revenues from Related Parties | | | - | | | | - | | | | 2,346 | |
| Total Revenue | | | - | | | | - | | | | 12,040 | |
| Cost of Sales | | | - | | | | - | | | | 8,394 | |
| Cost of Sales to Related Parties | | | - | | | | - | | | | 2,101 | |
| Total Cost of Sales | | | - | | | | - | | | | 10,495 | |
| Gross Profit | | | - | | | | - | | | | 1,545 | |
| General & Administrative Expenses | | | 7,450 | | | | 7,744 | | | | 87,953 | |
| Net Loss from Operations | | | (7,450 | ) | | | (7,744 | ) | | | (86,408 | ) |
| Other Income/(Expenses): | | | | | | | | | | | | |
| Interest Expense | | | (4,012 | ) | | | (3,445 | ) | | | (12,079 | ) |
| Net Loss Before Income Taxes | | | (11,462 | ) | | | (11,189 | ) | | | (98,487 | ) |
| Provision for Income Taxes | | | (100 | ) | | | (100 | ) | | | (700 | ) |
| Net Loss | | | (11,562 | ) | | | (11,289 | ) | | | (99,187 | ) |
| Loss Per Share - Basic and Diluted | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.08 | ) |
| Weighted Average Shares Outstanding | | | 1,200,000 | | | | 1,200,000 | | | | 1,195,668 | |
See accompanying notes to financial statements
Plan A Promotions, Inc.
[A Development Stage Company]
STATEMENTS OF STOCKHOLDERS’ EQUITY/DEFICIT
For the period from Inception [December 12, 2003]
through September 30, 2010
| | | | | | 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 | ) | | (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 | ) |
| Net loss for the year ended September 30, 2010 | | - | | | - | | | - | | | (11,562 | ) | | (11,562 | ) |
| Balance, September 30, 2010 | | 1,200,000 | | | 12,000 | | | 24,237 | | | (99,187 | ) | | (62,950 | ) |
See accompanying notes to financial statements
Plan A Promotions, Inc.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the years ended September 30, 2010 and 2009 and for the
period from Inception [December 12, 2003] through September 30, 2010
| | | For the | | | For the | | | Since Inception | |
| | | Year | | | Year | | | [12/12/03] | |
| | | Ended | | | Ended | | | through | |
| | | 9/30/2010 | | | 9/30/2009 | | | 9/30/2010 | |
| | | | | | | | | | | | | |
| Net Loss | | | (11,562 | ) | | | (11,289 | ) | | | (99,187 | ) |
| Adjustments to reconcile net income/(loss) to net cash | | | | | | | | | | | | |
| From Operating Activities: | | | | | | | | | | | | |
| Depreciation | | | - | | | | - | | | | 8,906 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| (Increase)/Decrease in Prepaid Expenses | | | 700 | | | | (700 | ) | | | - | |
| Increase/(Decrease) in Accounts Payable/Accrued Liabilities | | | 1,588 | | | | (1,123 | ) | | | 7,758 | |
| Increase/(Decrease) in Accrued Interest/Related Party Payable | | | 4,012 | | | | 3,546 | | | | 19,114 | |
| Net Cash From Operating Activities | | | (5,262 | ) | | | (9,566 | ) | | | (63,409 | ) |
| Cash From Investing Activities | | | | | | | | | | | | |
| Purchase of equipment | | | - | | | | - | | | | (7,406 | ) |
| Net Cash From Investing Activities | | | - | | | | - | | | | (7,406 | ) |
| Cash From Financing Activities | | | | | | | | | | | | |
| Issued Stock for Cash | | | - | | | | - | | | | 34,737 | |
| Loan from Shareholders | | | 5,262 | | | | 5,816 | | | | 36,078 | |
| Net Cash From Financing Activities | | | 5,262 | | | | 5,816 | | | | 70,815 | |
| Net Increase/(Decrease) in cash | | | - | | | | (3,750 | ) | | | - | |
| Beginning Cash Balance | | | - | | | | 3,750 | | | | - | |
| Ending Cash Balance | | $ | - | | | $ | - | | | $ | - | |
| Supplemental Schedule of Cash Flow Activities | | | | | | | | | | | | |
| Cash paid for income taxes | | $ | 100 | | | $ | 100 | | | $ | 700 | |
| Property contributed by shareholder | | $ | - | | | $ | - | | | $ | 1,500 | |
See accompanying notes to financial statements
Plan A Promotions, Inc.
[A Development Stage Company]
Notes to the Financial Statements
September 30, 2009
2010
NOTE 1 - Background and Summary of Significant Accounting Policies
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Company Background
Organization
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 beno longer actively involved in the development stage as definedpromotional merchandise industry. We are currently seeking potential assets, property or businesses to acquire, in Financial Accounting Standards Board Statement 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
a business combination, by reorganization, merger or acquisition.
(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. Income Taxes
The Company had $0 and $3,750 in cash on
September 30, 2009 and 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 withapplies the provisions of FASB ASCAccounting Standard Codification (ASC) 740 "Income Taxes".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'sCompany’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The Company reports penalties and interest as
general and administrative expenses.
(e)A valuation allowance is provided if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
(c) Net Loss Per Common Share
Basic loss
Loss per common share is based on the weighted-average number of common 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. There are no common stock equivalents outstanding, thus, basic and diluted loss per share calculations are the same.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers cash on deposit in the bank to be cash. The Company
has convertible preferred shares outstanding, but the effecthad no cash as of
these shares on the calculation of loss per common share would be
antidilutive. The Company has 1,200,000 common share equivalents
outstanding at September 30,
20092010 and
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.
[A Development Stage Company]
Notes to Financial Statements
September 30, 2009
NOTE 1 - Background and Summary of Significant Accounting Policies (cont.)
(g)2009.
(e) 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(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)
(f) 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.ASC. SFAS 157 defines157defines 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 0;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 bewas effective for financial statements issued for fiscal years beginning after November 15, 2008,2007, or the Company's fiscal year beginning October 1, 2008, for financial assets and liabilities carried at fair
Plan A Promotions, Inc.
[A Development Stage Company]
Notes to the Financial Statements
September 30, 2010
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
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 ofadopted SFAS 157 on October 1, 2009 for non-recurring non-financial assets and liabilities that are recognized
orof disclosed at fair value
will havewith no impact on its financial statements.
24
Plan A Promotions, Inc.
[fka Lostwood Professional Services, Inc.]
[A Development Stage Company]
Notes to Financial Statements
September 30, 2009
(i) Impact of New Accounting Standards (cont.)
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("(“SFAS 141R"141R”), which was primarily codified into Topic 805 "Business Combinations"“Business Combinations” in the ASC, and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51("“SFAS 160"160”), which was primarily codified into Topic 810 "Consolidations"“Consolidations” in the ASC. SFAS No. 141R will change how business
acquisitions are accounted forrequires an acquirer to measure the identifiable assets acquired, the liabilities assumed and will impact financial statements bothany noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the conso lidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. SFAS No. 141R will impact the valuation of business acquisitions made in subsequent2009 and forward. The Company adopted SFAS No. 160 on October 1, 2009. As a result, implementation of SFAS No. 160 had no impact on the Company’s condensed consolidated financial statements.
In October 2009, the FASB issued Accounting Standards Update No. 2009-13 for Revenue Recognition – Multiple Deliverable Revenue Arrangements (Subtopic 605-25) “Subtopic”. This accounting standard update establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue – generating activities. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. SFAS 160Specifically, this Subtopic addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. The amendments in this guidance will changeaffect the accounting and reporting for minority interests, which will be
characterized as noncontrolling interests and classified as a componentall vendors that enter into multiple-deliverable arrange ments with their customers when those arrangements are within the scope 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.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASBthis Subtopic. This 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 2009, the FASB issued Statement No. 165, "Subsequent Events" ("SFAS
165"), which was primarily codified into Topic 855 "Subsequent Events" in
the ASC. SFAS 165 establishes general standards of accounting for, and
requires disclosure of, events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. SFAS
165 is effective for fiscal years and interim periods endingbeginning on or after June 15, 2009. We adopted2010. Earlier adoption is permitted. If a vendor elects early adoption and the provisionsperiod of SFAS 165adoption is not the beginning of the entity’s fiscal year, the entity will apply the amendments under this Subtopic retrospectively from the beginning of the entity’s fiscal year. The presentation and disclosure requirements shall be applied retrospectively for the year ended September
30, 2009. Weall periods presented. Currently, Management believes this Statement will have analyzed subsequent events through December 18, 2009, the
dateno impact on the financial statements were issued. We do not believe there are any
material subsequent events which would require further disclosure.
of the Company once adopted.
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.statements. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its
current or future financial statements.
25
Plan A Promotions, Inc.
[A Development Stage Company]
Notes to Financial Statements
September 30, 2009
NOTE 2 - LIQUIDITY/GOING CONCERN
The Company has accumulated losses from inception through September 30, 2009 amounting to $87,625 and2010 of ($99,187), has minimal assets, and operations.has negative working capital. These factors raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. Management plans include raising capital to commence businessseek a merger with an existing, well-capitalized operating company. If management is unsuccessful in these efforts, discontinuance of operations or seeking a well capitalized merger candidate.is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
If
Plan A Promotions, Inc.
[A Development Stage Company]
Notes to the Company is unable to develop its operations, the Company may have to
cease to exist.
Financial Statements
September 30, 2010
NOTE 3 - INCOME TAXES
The provision for income taxes consists of the following:
Current taxes $ 2,358
following as of September 30, 2010 and 2009:
| | | 9/30/2010 | | | 9/30/2009 | |
| FEDERAL | | | | | | |
| Current | | $ | 0 | | | $ | 0 | |
| Deferred | | | 0 | | | | 0 | |
| STATE | | | | | | | | |
| Current | | | 100 | | | | 100 | |
| Deferred | | | 0 | | | | 0 | |
| TOTAL PROVISION | | $ | 100 | | | $ | 100 | |
Deferred income tax benefit 2,258
-------
$ 100
=======
Belowassets and liabilities at September 30, 2010 and 2009 consist of the following temporary differences:
| | | 09/30/2010 | | | 09/30/2009 | |
| DEFERRED TAX ASSETS | | | | | | |
| Current | | $ | 0 | | | $ | 0 | |
| Noncurrent | | $ | | | | $ | | |
| Net operating losses | | $ | 16,068 | | | $ | 14,530 | |
| Related party interest | | $ | 2,032 | | | $ | 1,230 | |
| Differences in book/tax depreciation | | $ | 33 | | | $ | 33 | |
| Total noncurrent | | $ | 18,133 | | | $ | 15,793 | |
| Valuation Allowance | | $ | (18,133 | ) | | $ | (15,793 | ) |
| NET DEFERRED TAX ASSET | | $ | 0 | | | $ | 0 | |
| DEFERRED TAX LIABILITIES | | $ | 0 | | | $ | 0 | |
| NET DEFERRED TAXES | | $ | 0 | | | $ | 0 | |
The Company’s valuation allowance has increased $19,220 during the year ended September 30, 2010. The income/franchise tax payable at September 30, 2010 of $100 is the minimum tax due to the State of Utah for the year ended September 30, 2010.
The following is a summary of deferred tax asset calculations onfederal net operating loss carry forward amounts. Loss carry forward amounts expire at various times
through 2029carryforwards and do not include accrued officer compensation.their expiration dates:
| Amount | | Expiration |
| $ | 3,203 | | 9/30/2024 |
| | 7,695 | | 9/30/2025 |
| | 18,447 | | 9/30/2026 |
| | 16,876 | | 9/30/2027 |
| | 17,986 | | 9/30/2028 |
| | 8,596 | | 9/30/2029 |
| | 7,713 | | 9/30/2030 |
| $ | 80,516 | | |
Plan A valuation
allowance is provided when it is more likely than not that some portion ofPromotions, Inc.
[A Development Stage Company]
Notes to the deferred tax asset will not be realized.
Description Amount Asset Rate
(Liability)
- ------------------------------ ----------- -------------- ----------
Net Operating Loss Carryforwards:
Federal $ 72,803 $ 10,920 15%
State $ 72,203 $ 3,610 5%
Non-deductible (temporary) accrued
officer salaries $ 6,150 $ 1,230 20%
Differences in book / tax
Depreciation $ 162 $ 33 20%
Valuation allowance $ (15,793)
--------------
Deferred tax asset 9/30/09 $ 0
The allowance has increased $2,632 from $13,161 as of Financial Statements
September 30, 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.
Reconciliation2010
NOTE 3 INCOME TAXES (continued)
A reconciliation between
income taxes at
the statutory
tax rates (20%) and the actual income tax provision for continuing operations
follows:
2008 2009
------ ------
Expected benefit (based on statutory rates) $(4,315) $(2,258)
Effect of:
Temporary differences due to accrued officer
salaries (541) (689)
Temporary differences due to depreciation 197 150
Increase/(decrease) in valuation allowance 2,970 2,632
Graduated Rates 1,709 180
Deduction for state taxes (20) (15)
State minimum franchise tax 100 100
------- -------
Total actual provision $ 100 $ 100
======= =======
26
Plan A Promotions, Inc.
[A Development Stage Company]as of September 30, 2010 and 2009 NOTE 3 - INCOME TAXES (cont.)
The Company hasis as follows:
| | | 9/30/2010 | | | 9/30/2009 | |
| Expected provision (based on statutory rate) | | $ | (2,292 | ) | | $ | (5,801 | ) |
| Effect of: | | | | | | | | |
| Increase/(decrease) in valuation allowance | | | 2,340 | | | | 2,632 | |
| State minimum tax, net of federal benefit | | | 85 | | | | 85 | |
| Temporary differences due to accrued officer salaries | | | (802 | ) | | | (689 | ) |
| Temporary differences due to depreciation | | | 32 | | | | 150 | |
| Graduated rates | | | 737 | | | | 180 | |
| | | | | | | | | |
| Total actual provision | | $ | 100 | | | $ | 100 | |
Uncertain Tax Positions
We have not identifiedmade any adjustments to deferred tax assets or liabilities. We did not identify 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, 20092010 is presented in the table below:
Balance as of October 1, 2008
| Balance as of October 1, 2009 | | $ | - | |
| 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, 2010 | | $ | - | |
The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within general and administrative expenses for penalties and interest expense for interest. For 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 -
Balanceended September 30, 2010 and 2009, we did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of September 30, 2010 and 2009 $ -
The Company has filed income tax returns in the US. All years priorrelating to 2005
are closed by expiration of the statute of limitations. unrecognized benefits.
The tax year ended
September 30, 2006, will close by expiration of the statute of limitations
on January 5, 2010. The years ended September 30, 2007, 2008, and 2009through 2010 are open for examination.
examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.
Plan A Promotions, Inc.
[A Development Stage Company]
Notes to the Financial Statements
September 30, 2010
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.
[A Development Stage Company]
September 30, 2009
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 $0 and $2,160 for the years
ended September 30, 2009 and 2008, respectively.
NOTE 6 - RELATED-PARTYRELATED PARY TRANSACTIONS
Salaries to the President of the Company were accruing at a rate of $250 per month. As of January 1, 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 payable at September 30, 2009 was $9,905, including accrued interest. During the twelve months ended September 30, 2009,2010, the Company accrued interest associated with the Salaries payable of $746. During the twelve months ended September 30, 2008,2009, the Company accrued interest associated with the Salaries payable of $746. The balance is unsecured and payable upon demand. As of September 30, 2010, $10,651 was owed in accrued salaries and interest.
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,During the year ended September 30, 2009 thea shareholder loaned the Company $3,525 on an unsecured debenture. During the year ended September 30, 2010 a shareholder loaned the Company $2,600 on an unsecured debenture. The Notes accrue interest at 10% per annum and matures on December 31, 2011. For the year ended September 30, 2009,2010, the Company has accrued interest of $2,177$2,470 on this note.
During the year ended September 30, 2007 a shareholder loaned the Company $5,000 on an unsecured debenture. On August 25,During the year ended September 30, 2009 thea shareholder loaned the Company $2,291 on an unsecured debenture. During the year ended September 30, 2010 a shareholder loaned the Company $2,663 on an unsecured debenture. The Note accrues interest at 10% per annum and matures on December 31, 2011. For the year ended September 30, 2009,2010, the Company has accrued interest of $522$796 on this 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.
28
The Company depends significantly on funding from two shareholders to meet it obligations and maintain filing status. If funds from these shareholders were no longer available, the Company may experience significant adverse effects including the need to cease operations.
ITEM 9:9. 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.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.Annual 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 reportAnnual 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'sSEC’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
Management’s Annual Report on Internal Control Over Financial Reporting
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 ofin accordance with 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, 2009.2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“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, 2009,2010, 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'sManagement’s report was not subject to attestation by our independent registered public accounting firm pursuant to the temporary rules of the SecuritiesSecurity and Exchange Commission that permit the Companyus to provide only management'smanagement’s report in this Annual Report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting.
29
ITEM 9B:9B. OTHER INFORMATION
None.
PART III
ITEM 10:10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
IDENTIFICATION OF OFFICERS AND DIRECTORS
Identification of Directors and Executive Officers
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 3536 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 33 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 6061 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 involvementhave not been involved in
any other public
companiescompany as an officer or a
director.
PREVIOUS BLANK CHECK OR SHELL COMPANY EXPERIENCE
Other than being an officer and director
offor over the
Company, in the last five
years none of our directors has had any blank check or shell company experience.
30
SIGNIFICANT EMPLOYEES
past years.
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
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'sCompany’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
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
Compliance With Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
of the Exchange Act
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, 2009,2010, 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
| 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
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
| · | 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. |
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
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. 09-30-09 $ 0 0 0 0 0 0 0
Anthony, 09-30-08 $ 0 0 0 0 0 0 0
Director,
President
Nicholl R. 09-30-09 0 0 0 0 0 0 0
Heieren, 09-30-08 0 0 0 0 0 0 0
Director,
Vice
President
Sharlene 09-30-09 0 0 0 0 0 0 0
Doolin, 09-30-08 0 0 0 0 0 0 0
Director,
Secretary
| | | | | | | | | | | | | | | | Non- | | | | | | | | | | |
| | | | | | | | | | | | | | | | Equity | | | Non- | | | | | | | |
| | | | | | | | | | | | | | | | Incentive | | | qualified | | | All | | | | |
| Name | | | | | | | | | | | | | | | Plan | | | Deferred | | | Other | | | Total | |
| and | | | | | | | | | Stock | | | Option | | | Compen- | | | Compen- | | | Compen- | | | Earn- | |
| Principal | | | Salary | | | Bonus | | | Awards | | | Awards | | | sation | | | sation | | | sation | | | ings | |
| Position | Year | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
| (a) | (b) | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (J) | |
| Alycia Anthony | 09/30/10 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Director, | 09/30/09 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| President | 09/30/08 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Nicholl Heieren | 09/30/10 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Director, | 09/30/09 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Vice | 09/30/08 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sharlene Doolin | 09/30/10 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Director, | 09/30/09 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Secretary | 09/30/08 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
No deferred compensation or long-term incentive plan awards were issued or granted to the
Company'sCompany’s management during the year ended September 30,
2009 or
2008. On January 1, 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.2010. 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
Compensation of Directors
Executive compensation was paid to the Company'sCompany’s officers and directors related to services performed for the Company'sCompany’s operations and managing the Company'sCompany’s strategic development. On January 1, 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
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, 2009.2010. 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
| Title Of Class | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Owner | | | Percent of Class | |
| Common Stock | Alycia Anthony 9 Birchtree Lane Sandy, UT 84092 | | | 60,000 | | | | 5.0 | % |
| Common Stock | Leonard W. Burningham 1227 East Gilmer Drive Salt Lake City, Utah 84105 | | | 80,000 | | | | 6.7 | % |
| Common Stock | Luke Bradley 2238 Catania Drive Draper, UT 84020 | | | 100,000 | | | | 8.3 | % |
| Common Stock | James P. Doolin* 1030 Military Drive Salt Lake City, UT 84105 | | | 60,000 | | | | 5.0 | % |
| Common Stock | Michael J. Doolin* 5 Pepperwood Drive Sandy, Utah 84092 | | | 298,000 | | | | 24.9 | % |
| Common Stock | Duane S. Jenson 4685 So. Highland Dr #201 Salt Lake City, UT 84117 | | | 100,000 | | | | 8.3 | % |
| Common Stock | Cory Powers 864 Northcrest Ave. Salt Lake City, UT 84103 | | | 100,000 | | | | 8.3 | % |
| Common Stock | Quad D LTD Partnership* 5 Pepperwood Drive Sandy, Utah 84092 | | | 100,000 | | | | 8.3 | % |
| Common Stock | SCS, Inc. 455 East Fifth South #201 Salt Lake City, UT 84111 | | | 75,000 | | | | 6.3 | % |
| TOTAL | | | | 973,000 | | | | 81.1 | % |
* Michael and Sharlene Doolin are husband and wife. James P. Doolin* 60,000 5.0%
1704 E. Harvard Ave.
Salt Lake City, UT 84108Doolin is the son of 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%
*and Sharlene Doolin. 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 sonPartnership
Security Ownership of
Michael and Sharlene Doolin. Alycia Anthony is the daughter
of Michael and Sharelene Doolin.
33
SECURITY OWNERSHIP OF MANAGEMENT
Management
The following table sets forth the holdings of common stock of the Company'sCompany’s directors and executive officers as of the date hereof. The percentage of beneficial ownership is based upon 2,045,0001,200,000 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%
| Title Of Class | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Owner | | | Percent of Class | |
| Common Stock | Alycia Anthony* 9 Birchtree Lane Sandy, UT 84092 | | | 60,000 | | | | 5.0 | % |
| Common Stock | Nicholl Heieren* 1030 Military Dr. Salt Lake City, UT 84105 | | | 6,000 | | | | 0.5 | % |
| Common Stock | Sharlene Doolin* 5 Pepperwood Drive Sandy, Utah 84092 | | | 100,000 | | | | 8.3 | % |
| TOTAL OFFICERS AND 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
Securities Authorized for Issuance under Equity Compensation Plans
| Equity Compensation Plan Information |
| | | | | |
| The following information is provided as of September 30, 2010: |
| | | | | |
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans excluded securities reflected in column (a) |
| (a) | | (b) | | (c) |
| Equity compensation plans approved by shareholders | - | | - | | - |
| | | | | |
| Equity compensation plans not approved by shareholders | - | | - | | - |
| | | | | |
| Total | - | | - | | - |
Changes in Control
There are no
equity compensations plans.
CHANGES IN CONTROL
We do not have anypresent contractual arrangements
or pledges of our securities that
wouldmay result in
anya 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
Company.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None. We have no undisclosed related transactions.
RESOLVING CONFLICTS OF INTEREST
Our
Transactions with Related Persons
There were no material transactions, or series of similar transactions, during our Company’s last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which our Company or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the smaller reporting company's total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.
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. During the year ended September 30, 2009 a shareholder loaned the Company $3,525 on an unsecured debenture. During the year ended September 30, 2010 a shareholder loaned the Company $2,600 on an unsecured debenture. The Notes accrue interest at 10% per annum and matures on December 31, 2011. For the year ended September 30, 2010, the Company has accrued interest of $2,470 on this note.
During the year ended September 30, 2007 a shareholder loaned the Company $5,000 on an unsecured debenture. During the year ended September 30, 2009 a shareholder loaned the Company $2,291 on an unsecured debenture.
During the year ended September 30, 2010 a shareholder loaned the Company $2,663 on an unsecured debenture. The Note accrues interest at 10% per annum and matures on December 31, 2011. For the year ended September 30, 2010, the Company has accrued interest of $796 on this 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 must disclose all conflictsand approval of interestsignificant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of the Company.
Promoters and all corporate
opportunities toCertain Control Persons
Except as stated in the entire boardheading “Transactions with Related Persons,” above, there are no other reportable transactions with promoters or founders.
Parents 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
the Smaller Reporting Company
We dohave no parents.
Director Independence
The Company does not have any independent directors serving on ourits board of directors
directors.
ITEM 14: PRINCIPAL ACCOUNTANTACCOUNTING 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, 20092010 and 2008:
Fee Category 2009 2008
- --------------------------------------------------------------
- --------------------------------------------------------------
Audit Fees $ 6,861 14,589
Audit-related Fees $ 0 0
Tax Fees $ 395 0
All Other Fees $ 0 0
-----------------
Total Fees $ 7,256 14,589
=================
| Fee category | | 2010 | | | 2009 | |
| | | | | | | |
| Audit fees | | $ | 6,513 | | | $ | 6,861 | |
| Audit-related fees | | | 0 | | | | 0 | |
| Tax fees | | | 300 | | | | 395 | |
| All other fees | | | 0 | | | | 0 | |
| | | | | | | | | |
| Total fees | | $ | 6,813 | | | $ | 7,256 | |
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“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“Audit fees,"
"Audit-related” “Audit-related fees,"” and "Tax fees"“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
PART IV
ITEM 15: EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES
Exhibits. The following exhibits are filed as part of this Annual Report:
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
* Filed herewith
SIGNATURES
In accordance with
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantCompany has duly caused this reportAnnual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLAN
Plan A PROMOTIONS, INC.
Date:12/18/09 By: /S/Alycia Anthony
Alycia Anthony
President & Director
Principal Executive Officer
In accordance withPromotions, Inc.
| Date: | December 7, 2010 | | By: | /s/ Alycia Anthony |
| | | | Alycia Anthony |
| | | | President and Director, Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this reportAnnual Report has been signed below by the following personpersons on behalf of the registrantCompany and in the capacities and on the dates indicated.
Date:12/18/09 By: /S/Sharlene Doolin
Sharlene Doolin
Secretary & Director
Principal Financial Officer
37indicated:
Plan A Promotions, Inc.
| Date: | December 7, 2010 | | By: | /s/ Alycia Anthony |
| | | | Alycia Anthony |
| | | | President and Director, Principal Executive Officer |
| Date: | December 7, 2010 | | By: | /s/ Sharlene Doolin |
| | | | Sharlene Doolin |
| | | | Secretary and Director, Principal Financial Officer |
32