UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

Amendment No. 1

[ x ]ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

March 31, 2009FORM 10-K

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH E SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number333-144509

BOSCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

March 31, 2012

[    ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

[   ] to [   ]

Commission file number

333-144509

CADUCEUS SOFTWARE SYSTEMS CORP.

(Exact name of registrant as specified in its charter)

Nevada

98-0534794

(State or Other Jurisdictionother jurisdiction of Incorporation of Organization)incorporation or organization)

(I.R.S. Employer Identification No.)

42A High Street, Sutton Coldfield, West Midlands, United Kingdom

 

26 Utkina Street, Suite 10, Irkutsk, Russia 664007

7-3952-681-878B72 1UJ

(Address of principal executive offices) (ZIP Code)

(Registrant’sZip Code)

Registrant's telephone number, including area code)code:

+44 0121 695 9585

Securities registered pursuant to Section 12(b) of the Act:None

Title of Each Class

Name of Each Exchange On Which Registered

N/A

N/A

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ] No [ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [   ] No [ x ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [ x ] No [   ] 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [  ]No [ x ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. 

Yes ¨  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Yes ¨  No 


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. 

Yes ¨  No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x No ¨ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ ]

¨

Accelerated filer [   ] 

Non-accelerated filer [   ] 

Smaller reporting company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ x ] No [ x ]

Number of common shares outstanding at April 9, 2010: 26,200,000





TABLE OF CONTENTS


PART I        ¨

 

Non-accelerated filer

Item 1.  Description of Business¨

3

Smaller reporting company

Item 1A.  Risk Factors

8

Item 1B.  Unresolved Staff Comments

8

Item 2.  Properties

8

Item 3.  Legal Proceedings

8

Item 4.  Submission of Matters to a Vote of Security Holders

8

PART II x

 

Item 5.  Market for Common Equity and Related Stockholder Matters

9Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

 

Item 6.  Selected Financial DataYes ¨ No  

The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 30, 2011 was US$9,772,200 based on a US$0.0445average bid
and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

10Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

276,700,000as of July 16, 2012

                                                                                        DOCUMENTS INCORPORATED BY REFERENCE

None.

2







PART I

Item 1.   Description of Business

Forward-looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may"“may”, "will"“should”, "should"“expects”, "expects"“plans”, "plans"“anticipates”, "anticipates"“believes”, "believes"“estimates”, "estimates"“predicts”, "predicts", "potential"“potential” or "continue"“continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry'sindustry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws,law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annualcurrent report and unless otherwise indicated, the terms "we", "us", "our", “the Company”, and "Bosco""our company" mean Bosco Holdings, Inc.Caduceus Software Systems Corp., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.stated.

General Overview


We were incorporated as a Nevada company on December 13, 2006. On March 1, 2011 we changed our name from Bosco Holdings Inc., to Caduceus Software Systems Corp., and increased our authorized capital to 400,000,000 shares of common stock. As of March 3, 2011 we also undertook a forward split of our issued and outstanding shares on a basis of 1 old for 8 new. We aremaintain our business offices at 42a High Street, Sutton Coldfield, West Midlands, United Kingdom, and our telephone number is +44-0121-695-9585.

Previous Business

Until June 9, 2011, we were engaged in the business of marketing and distributing laminate flooring in both the mass wholesale and retail markets throughout North America. As of the date of this Annual Report, we have not commenced business operations  other  than the  execution  ofWe entered into a marketing and sales distribution agreement with our supplier, Bossco-Laminate Co., Ltd., a private Russian company. See " - Material Agreements".However, we were not able to find sufficient investment in order to expand our business and our management was forced to change our business focus.

Current Business

On June 9, 2011 we entered into and closed a licensing agreement with Sygnit Corporation for the exclusive license to software optimized for use in medical the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. We are now a medical software company that offers a suite of medical management applications, collectively named Caduceus MMS, that focus on an alternative to traditional patient administration systems: reducing the time and expense involved in managing appointment scheduling; providing practitioners with a comprehensive set of resource, prescription, and contraindication libraries, and; a sophisticated architecture designed to minimize the billing submission time while maximizing the successful reimbursements to the clinic.

4


Products and Services

Through the license agreement with Sygnit, we are able to provide a suite of software to medical professionals. Our software offerings are designed in stages so that each component and phase carefully addresses both the practitioner’s administrative and level-of-service requirements. Unlike most EHR (Electronic Health Recording) or EMB (Electronic Medical Billing) systems that handle either billing or scheduling, Caduceus MMS is equipped to manage an entire practice. In order to remain streamlined Caduceus MMS is structured as a set of closely interrelated service units, scalable modules, and upgradeable libraries.

We expect that Caduceus MMS will primarily be installed and used in a clinical or office environment, thus it was primarily designed to be implemented in a local network on standard Windows-based computer systems. In this configuration, the software requires almost no additional hardware outlay; it can be installed and used almost immediately. With the addition of server and imaging modules, Caduceus MMS can be adapted to take advantage of more equipment. This premise gives the client a shallow investment curve to overcome, rather than being forced to pay tens to hundreds of thousands to prepare the typical complex EHR.

Caduceus MMS Accounting Records Screenshot

5



Caduceus MMS Patient Billing Screenshot

The service units of the Caduceus MMS, such as the highly predictive ‘Recall and Reminder’ service, perform specific universal tasks giving the software adaptive intelligence.
The Recall and Reminder service continuously monitors the status of appointments, remittance deadlines, overdue accounts, claims remitting, and follow-ups. Building Caduceus
MMS with many dedicated processing units greatly improves its adaptability and automation when compared to competing EHRs that rely on a complex system core.

6


Caduceus MMS Appointment Scheduler Screenshot

Given the above, each installation of Caduceus MMS can be configured with anywhere from the most minimal set of modules to a full complement of features depending on the requirements, budget, and hardware layout of the target client. Modules like the Human Anatomical Mapping Tool, Imaging Module, or Document Editor or Prescription Writer can be added, as the clinic’s needs change. Additionally, some modules will also introduce new service units, which in turn expand the usefulness of the software system. Some of the more common modules that the software will come equipped with are as follows:

Human Anatomical Mapping Tool

The Human Anatomical Mapping Tool is a graphical image of the human body. This tool allows the doctor to visually mark on the human body symptoms and ailments of the patient, and put notes on that specific area. It is a lot easier to use than writing notes about ailments without a visual picture. It aims to allow the doctor to quickly see and remember where the ailment is and it can track the progression of treatment for that precise part of the body.

7



Caduceus MMS Anatomical Mapping Module Screenshot

Imaging Module

The imaging module is an add-on (an extra component that is separate from the core software) to save and store scanned images and associate them to the patient. X-rays and medical images can be scanned digitally at clinics. (Most clinics are equipped with specialized scanners for x-rays.) It is saved in a digital file. The imaging module will allow it to store the image in a secure manner into the database.

This module has been created but is not fully tested. It will need to be tested for various images and image sizes to see if the software's database can handle them.

Document Editor or Prescription Writer

These modules allow the doctor to write down official documents that are requested by the patient or to issue doctor referrals or for formal correspondence. The prescription writer is a module that allows the doctor to write prescriptions with the doctor letter head, and replaces the need for doctors to carry prescription notepads as the official way to write-up prescriptions

8


Without the ability to install modules Caduceus MMS would offer the client limited scope, become cumbersome and too large to navigate effectively if it were to be developed past its initial scope, and be virtually impossible to stage to grow with a growing practice.

Many libraries within the Caduceus MMS such as codes, treatments, localization resources, contraindications, regulatory protocols, reports, and facilities are continuously updated, thus allowing the client to stay up-to-date. Caduceus MMS is supplied to the customer with over 650 diagnostic explanatory codes, almost 5000 treatments (virtually covering all medical treatments known today), more than 6100 ICD-9 and ICD-10 diagnostic codes, and it understands over 80 parts of the body. These numbers are not for bragging, but do exceed the resources provided by Caduceus’ closest competitors. A comprehensive set of libraries translates into an application than can immediately manage different medical situations quickly.

Other libraries can be built by the consumer over time. An example is the Insurance Module, which has no restrictions on the data input which can be included by the consumer, and can therefore record a variety of insurance providers.

We anticipate undertaking further development into mobile device interfaces, Linux operating system support, biometrics and additional modules.

Market, Customers and Distribution Methods

We believe that we will market our software product in the following four areas of the healthcare industry:

In 2007, US healthcare expenditures accounted more than $2.26 trillion or $7,439 per person. Given this figure, the US had the third highest healthcare expenditure per capita, and except for East Timor, spent more than any other nation-state on earth.

Our sharesmanagement believes that given the general outlook towards reform of common stock tradethe medical system, American healthcare providers and consumers are interested in reducing the costs of healthcare without compromising service.

The Congressional Budget Office has pointed out that, "about half of all growth in health care spending in the past several decades was associated with changes in medical care made possible by advances in technology." Although currently prepared for use in Canada, the software can be easily expanded to any region or jurisdiction in Canada, the United States, United Kingdom, Australia, and the Caribbean. With the implementation of future language libraries, it can be offered in French, Spanish, German, Italian, Japanese or Chinese.

The Bureau of Labor Statistics in the United States estimated that in 2008 there were approximately 661,400 practicing physicians, and projected that number to increase to 805,500 by 2018. Since Caduceus MMS was constructed to accommodate 47 of the 49 recognized medical specialties (excluding surgical specialties), it is well poised to work with most of the industry. We anticipate that we will begin selling our software to 0.5% of the active market, or about 3,307 physicians. Furthermore, because Caduceus MMS can be made to operate in any jurisdiction, this target market covers all geographic regions in the United States, all ages, both sexes and in both public and private settings.

9


We anticipate that we will distribute our software largely through online sources. Software used to be sold off-the-shelf from software vendors. The current model is via the Internet, where customers buy the software by paying for it online or by calling into a payment centre, and the software is distributed by online download. For certain cases where the software requirements setup, depending on the Over-the-Counter Bulletin Board underlicensing and support levels purchased, if pricing permits, the symbol "BCHO.OB".


distribution, or rather installation of the software may be done onsite at the premises of the customers’ offices.

Change In Corporate NameCompetition


On February  21,  2008,  our Board of  Directors  authorized  and  approved a changeWe have various competitors in our corporate name from Bosco  Flooring,  Inc. to Bosco Holdings,  Inc. .  The objectivemarket. Some of the proposed changecompetitors are large software providers who can supply software which is able to be used, though not tailored for, the medical services industry, and some have specialized medical software.

Competitors in the appointment and booking, scheduling space are Maximizer, Microsoft Windows and Office & Outlook. Competitors for the Electronic Medical Billing include ClinCare, and EZClaim. Competitors for the Electronic Health Records include AdvancedMD, QHR, and PowerMed.

Our largest potential competition will come from EMR vendors currently operating in the industry. However, most EMR vendors have chosen to develop their applications concentrating on either billing or scheduling. Caduceus MMS includes structures that handle billing, remitting, diagnosing, patient recording, scheduling, expense and accounting ledger, an insurance provider database, direct medical agency server connection, as well as predictive logic. Our most notable potential competitors are QHR Software Inc.’s Optimed and Accuro systems and Clinic Essentials.

Many of the software companies with which we compete for financing and consumers have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on developing their software systems. This advantage could enable our corporate name which wascompetitors to develop a more accurately reflectcompetitive, more attractive software system. Such competition could adversely impact our proposed business activities.  We believed that a name change would better communicateability to attain the financing necessary for us to further develop, market and distribute our software.

In the face of competition, we may not be successful in developing, marketing and distributing our software. Despite this, we hope to compete successfully in the software industry by:

Competitive Advantages

Caduceus MMS is supplied to the public our proposedcustomer with over 650 diagnostic explanatory codes, almost 5000 treatments (virtually covering all medical treatments known today), more than 6100 ICD-9 and future natureICD-10 diagnostic codes, and it understands over 80 parts of business operations.  After obtaining the requisite shareholder approval,body. These figures provide the name change was effectedCaduceus MMS suite a competitive advantage over any other software system currently on March 27, 2008.the market.




Forward Stock SplitCaduceus MMS is the only mainline EMR system that is designed for three-dimensional adaptability: vertically through the use of powerful, predictive services such as the Recall and Reminder, Code Control, or Claims Remittances services; horizontally by way of its coverage of almost all specialties, and; laterally in its complete scalability via modules and localization libraries. Fundamentally, its core is relatively small compared to competing systems, but when measured with its many features and capabilities can rival even the most hardened application.


10


On February 21, 2008, our Board of Directors authorized and approved a forward stock on a five for one basis of all of our total issued and outstanding shares of common stock.  Each of our shareholders holding one share of common stock was entitled to receive an additional four shares of common stock.  The additional shares of our common stock were issued to the shareholders in accordance with the Forward Stock Split on approximately April 15, 2008 without any action onCaduceus MMS’ interface – the part of the shareholders.software that will interact directly with the user, whether receptionist or doctor – has been designed to employ a shallow learning curve by using cleanly arranged screens. Most competitors present data in cluttered screens, leading to user fatigue and inevitably data entry errors.


In order to gain access to the widest possible market, we have kept the initial cost of ownership low by ensuring that Caduceus MMS can be implemented into specifically simple network environments.

The Forward Stock Split was effectuated based on market conditions and uponMost importantly, rather than concentrating Caduceus MMS in either the back office as an administrative tool, or reception area, it is capable of running an entire clinic from front to back.

Intellectual Property

Sygnit Inc. owns a determination by our Board of Directors thatcopyright to the Forward Stock Split was in our best interests and of the shareholders.  In our judgment the Forward Stock Split resulted in an increase in our trading float of shares of common stock availableCaduceus MMS software which we license from them. We have not filed for sale resulting in facilitation of investor liquidity and trading volume potential.  The  intent  of  the  Forward  Stock  Split  was  to  increase  the marketabilityany protection of our common stock.


The Forward Stock Split was effectuated withtrademark, and we do not have any other intellectual property other than a record datecopyright to the contents of February 21, 2008 upon filing the appropriate documentation with NASDAQ.  The Forward Stock Split was implemented taking into account our authorized share capital and number of issued and outstanding shares of common stock as of the Record Date.  Total issued and outstanding shares of common stock increased from 5,240,000 shares to 26,200,000 shares.  The par value for our shares of common stock remained the same at $0.001.


website: www.caduceusmms.com.

Current Business OperationsResearch and Development


We did not incur any research and development expenses during the period from December 13, 2006 (inception) to our most recent fiscal year ended March 31, 2012. We anticipate that we will spend $20,000 on research and development during the next 12 months.

Government Regulation

We are engaged in the business of marketingnot currently subject to direct federal, state or local regulation and distributing laminate flooring in both the mass wholesale and retail markets throughout North America.  Laminate flooring is a relatively new building material product invented in Sweden in the early 1980’s.  Management   believes  that  laminate  flooring  now  comprises approximately  10%  market  share  of the  flooring  product  market,  which  is expanding due to the product's durability and ecological compatibility.


Laminate  flooring  is  a  versatile,  durable,  attractive  flooring  with  the appearance  of a hardwood  floor.  Although laminate flooring looks like wood flooring, there is actually no solid wood used in its construction.  Laminate floors are made up of several materials bonded together under high pressure.

Most laminate flooring consists of a moisture resistant layer under a layer of HDF (high density   fiberboard).  This  is  covered  with  a  high-resolution photographic  image  of  natural  wood  flooring.  It is then finished with an extremely hard, clear coating made from special resin-coated cellulose to protect the laminate flooring.  Our management believes that laminate flooring is perfect  for  anyone  wanting a durable  floor for a  fraction  of the price and installation  time of a  hardwood  floor,  but with the  attractiveness  of real hardwood.  Its construction also makes laminate flooring more environmentally friendly as it uses less wood in its production and makes more efficient use of wood fiber.





Management believes that both laminate flooring and hardwood flooring can beautify a home.  While hardwood is often thought to be a superior choice, there are several advantages to laminate flooring.  Distinct  differences  between the two  types  of  flooring  often  make  laminate   flooring  a  more   attractive alternative.  Solid hardwood of any thickness (most is 3/8" to 3/4") should be installed only above grade.  Laminate flooring can be installed above or below grade.  Some hardwood flooring is engineered, meaning that instead of solid hardwood, it is made of several wood layers with a hardwood veneer.  Laminate flooring is usually 7mm to 8mm (5/16" to 3/8") thick and is also made of several layers. These are laminated together for stability and strength.  The top surface of laminate flooring is a "photograph" of ha rdwood.  High quality “photographs" faithfully reproduce the grain and color of natural hardwood and the surfaces on quality laminate flooring closely resemble real wood.  Although many people insist on  hardwood  flooring,  we  believe  that  laminates  are long  lasting, durable,  and affordable  and quickly  becoming one of the most popular types of flooring.


One obvious advantage is price; laminate flooring is typically half the cost of traditional hardwood flooring.  Sometimes the savings are even greater, depending on the types of flooring in question.  Additionally,  laminate  flooring  is designed  to be  easy  to  install  and is  generally  a  good  choice  for  the "do-it-yourself"  market,  where solid hardwood  installation  requires a higher level of expertise.  Installing laminate does not involve nails.  More recently the use of glue has been eliminated from the installation process in many cases.  As a result laminate flooring can be installed fairly quickly and inexpensively.  Laminate  flooring  is  generally  designed  to be  scratch-resistant  and  fade resistant,  two  areas  where  solid  hardwood &nb sp;flooring  is  known  to be  more vulnerable.


The Association of European   Producers of Laminate Flooring has adopted standardized measures of hardness known as AC Hardness ratings.  The AC measure scale rates laminate flooring based on factors including abrasion resistance, impact resistance, resistance to staining and cigarette burns, and thickness swelling along edges.  If laminate flooring cannot meet the requirements for each of these ratings, approval for a given AC rating will be denied.  We plan to market and distribute laminate flooring with an A5 hardness rating. This is the highest rate of hardness and can withstand the traffic of heavy commercial areas such as department stores and public buildings.


Sales And Marketing Strategy


We intend to rely on sales representatives to market our laminate flooring products.   Initially,  our  President/Chief  Executive  Officer  and  director, Alexander  Dannikov,  will  market  our  product.  We intend to focus on direct marketing efforts whereby our representative will directly contact:


· distributors  that are responsible for marketing and selling  flooring to flooring stores;

· retail outlets such as department and home restoration stores; and

· contractors and homebuilders.


These distributors, stores, contractors and homebuilders will be asked to sell our products to consumers.  We will provide them with flooring inventory at wholesale prices. They will then sell them to consumers at retail prices, which are   typically 20% higher.  We intend to contact as many   contractors, homebuilders, retail chains and flooring stores as we can in order to market our laminate flooring.  We initially intend to focus our marketing efforts on larger home restoration stores that have a high volume of customer traffic.





Our plan of operation  for the twelve  months  following the date of this Annual Report is to enter into sub-distribution  agreements with flooring distributors, retail  stores,  contractors  and  homebuilders,  providing  for the sale of our laminate flooring.


We intend to develop our retail network by initially focusing our marketing efforts on larger chain stores that sell various types of flooring, such as Home Depot. These businesses sell more flooring, have a greater budget for in- stock inventory and tend to purchase a more diverse assortment of flooring.  By late 2009 and 2010, we intend to start negotiation with contractors and homebuilders and anticipate expanding our retail network to include small to medium size retail businesses whose businesses focus is limited to the sale of flooring. Any relationship we arrange with retailers for the wholesale distribution of our flooring will be non-exclusive. Accordingly, we will compete with other flooring vendors for positioning of our products in retail space.


Even if we are able to receive an order commitment, some larger chains will only pay cash on delivery and will not advance deposits against orders. Such a policy may place a financial burden on us and, as a result, we may not be able to deliver the order. Other retailers may only pay us 30 or 60 days after delivery, creating an additional financial burden.


We intend to retain one full-time sales person in the next six months, as well as an additional full-time sales person in the six months thereafter.  These individuals will be independent contractors compensated solely in the form of commission based upon laminate flooring sales they arrange.  We expect to pay each sales person 10% to 15% of the net profit we realize from such sales.


We therefore expect to incur the following costs in the next twelve months in connection with our business operations:


Marketing costs:

$20,000

General administrative costs:

$10,000

Total:                                 

$30,000



Share Of Market


The residential   building materials   distribution   industry has undergone significant changes over the last three decades. Prior to the 1970s, residential building products were distributed almost exclusively by local dealers, such as lumberyards and hardware stores.  These channels served both the retail consumer and the professional builder.  These dealers generally purchased their products from wholesale distributors and sold building products directly to homeowners, contractors and homebuilders. In the late 1970's and 1980's, substantial changes began to occur in the retail distribution of building products. The introduction of the mass retail, big box format by The Home Depot began to alter this distribution channel, particularly in metropolitan markets. They began to alter this distribution channel by selling a broad range of competitively priced building materials to the homeowner and small home improvement contractor.




Our expected share of the flooring market is difficult to determine given that most flooring distributors are private businesses that have no duty to publicly disclose their revenue, and flooring market is highly competitive.  However, we believe that due to the vast size of this market in North America, our market share will likely be less than one percent.


Material Contracts


Supplier Agreement


Our sole supplier, Bossco-Laminate Co., Ltd.  ("Bossco") is a manufacturer and distributor of certain wood flooring products in Russia. We are in the business of marketing and distributing items to distributors, retail stores in the building products industry, contractors and homebuilders.


On  March  9,  2007,  we  entered  into  a  marketing  and  sales distribution  agreement with Bossco (the "Agreement"),  pursuant to which Bossco has agreed to  manufacture  certain  types of  laminate  flooring  products  and fulfill our written  purchase  orders for these products in a timely manner.  In

accordance with the terms and provisions of the Agreement: (i) Bossco has agreed to manufacture and supply polish and relief surface laminate flooring with the dimensions of 1200 x 300 x 8 millimeters; and (ii) we will pay Bossco $12.00 per square meter of polish surface laminate and $12.5 per each square meter of relief surface laminate.


The Agreement provides for the following additional terms and provisions: (i) we and our assignees may use the marketing  information  that Bossco provides us in all of our  marketing  and  distribution  efforts to sell the laminate  flooring products and we agree not to make any marketing  claim in regard to the products that are not supported by the information  supplied by Bossco; (ii) from time to time Bossco can make reasonable adjustment to the price of the laminate flooring products by giving us written  notification  of such product  price  amendments; (iii)  although  Bossco's  price list acts as a guide for purchases  made by us, both parties may  negotiate  discounts on any singular  product  purchase  order provided  to  Bossco,  including  the  purchase  of  laminate  flooring  from  a m anufacturing  overrun  situation;  (iv) we  agree to pay the  price of  product purchases by letter of credit or wire transfer prior to product shipment and are responsible for all related shipping costs,  unless other arrangements have been expressly agreed to; (v) the Agreement can be terminated upon 60 days' written notice by either party (notwithstanding this provision, we or our assigns will be permitted to sell, market, and distribute all laminate flooring products that have been ordered from Bossco or are in our assigns’ possession at termination; and (vi) there are no set minimum quota requirements for product sales under the Agreement in the first year.  Bossco will be obligated to assist in the completion of each sales order on a case-by-case basis, regardless of quantity. Following the first year of the Agreement, both parties will review sales activities during the prior year and review this provision of the Agreement.


As of the date of this Annual Report, the Agreement remains valid and in good standing.




Compliance With Government Regulation


We do not believe that government regulation will have a material impact on the way we conduct our business.

Research and DevelopmentEnvironmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not spentanticipate incurring any amountsmaterial capital expenditures to comply with any environmental regulations or other requirements.

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on research and development activities during theus or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Employees

As of our year ended March 31, 2009.  We anticipate that2012, we willdid not incurhave any expenses on researchemployees. Derrick Gidden, one of our directors and development over the next 12 months.  Our planned expendituresour sole officer spends approximately 20 hours per week on our operations oron a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.consulting basis.

Item 1A.    Risk Factors

Intellectual Property

As of March 31, 2009a “smaller reporting company”, we didare not own any intellectual property.required to provide the information required by this Item.


Item 1A.Risk Factors.

Not applicable.


Item 1B.    Unresolved Staff Comments

None.As a “smaller reporting company”, we are not required to provide the information required by this Item.

11



Item 2. Properties.       Properties

Our administrativeWe currently rent an office is located 26 Utkina Street, Suite 10, Irkutsk, Russia 664007.totaling approximately 200 square feet in area at a cost of approximately $250 per month and leased out by Derrick Gidden, one of our directors and our sole officer. Our registered statutory office is located at 564 Wedge Land, Fernley, Nevada 89408.5614C 42a High Street, Sutton Coldfield, West Midlands, United Kingdom, B72 1UJ. Our telephone number is +44-0121-695-9585.


Item 3.       Legal Proceedings.Proceedings

We know of no material, existing or pending legal proceedings to whichagainst us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are a party or tono proceedings in which any of our property is the subject which are pending, threateneddirectors, officers or contemplatedaffiliates, or any unsatisfied judgments against us.registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.


Item 4.       Submission of Matters to a Vote of Security Holders.Mine Safety Disclosures

None.Not applicable.




PART II

PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Other Shareholder Matters.

Market Information

Shares of ourOur common stock originally commenced tradingis quoted on the OTC Bulletin Board under the Symbol "CSOC". We received approval on September 3, 2008 for trading under the symbol "BCSF.OB" on January 23, 2008.“BCHO”. On April 8, 2008,March 4, 2011, our symbol was changed to “BCHO.OB” to take into account our namecurrent symbol “CSOC” in connection with our change of name.

The following table reflects the high and forward stock split.  There is a limited public marketlow bid information for our common stock.  stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The market for our stock is highly volatile.  We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listedhigh and traded on the floorlow bid prices of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC Bulletin Board on January 23, 2008 but as of March 31, 2009 our common stock has only traded on two days.

Our common stock is classifiedfor the periods indicated below are as a penny stock and as such, broker dealers dealingfollows:

OTC Bulletin Board   

Quarter Ended  

High  

Low  

March 31, 2012

$0.039

$0.0071

December 31, 2011

$0.095

$0.015

September 30, 2011

$0.18

$0.065

June 30, 2011

$0.15

$0.07

March 31, 2011

$2.15

$0.00

December 31, 2010(2)

$N/A

$N/A

September 30, 2010(2)

$N/A

$N/A

June 30, 2010

$0.25

$0.0088

March 31, 2010

$0.25

$0.25

(1)The first trade in our common stock will be subjectoccurred on September 3, 2008 and our stock did not trade from September 18, 2008 to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasingJanuary 6, 2010

(2)No trade occurred during this period.

12


As of July 11, 2012, there were 48 holders of record of our common stock. As of such date, 276,700,000 shares of our common stock were issued and outstanding.

Our common shares are issued in registered form. Island Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg, FL 33701 (Telephone: (727) 289-0010) is suitablethe registrar and transfer agent for a particular investor.  The broker dealer must also obtain the written consent of purchasers to purchase our common stock.  The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock.  These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares.

Holders

As of March 31, 2009, we had approximately 30 shareholders of record and 26,200,000 outstanding shares of common stock.

DividendsDividend Policy

We have nevernot paid or declared any cash dividends on our common stock and do not anticipatehave no present intention of paying cashany dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the foreseeable future.development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Other than as disclosed herein, we did not sell any equity securities which were not registered under the Securities authorized for issuance under equity compensation plans.Act during the year ended March 31, 2012 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2012.

Equity Compensation Plan Information

We currently do not have any equity compensation plans.

Recent Sales of UnregisteredConvertible Securities

None.We do not have any outstanding convertible securities.




Recent PurchasesPurchase of Equity Securities by Usthe Issuer and our Affiliated PurchasesPurchasers

As of March 31, 2009 we hadWe did not repurchasedpurchase any of our shares of common stock and we have not publicly announced any repurchase plans or programsother securities during our fourth quarter of our fiscal year ended March 31, 2012.

Item 6.       Selected Financial Data.Data

Not Applicable.As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7.Management's       Management’s Discussion and Analysis of Financial Condition and ResultResults of Operations.Operations

The following discussion should be read in conjunction with our audited financial statements includingand the related notes thereto, appearingfor the years ended March 31, 2012 and March 31, 2011 that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Forward-Looking Statements

This reportfollowing discussion contains forward-looking statements that involve risks and uncertainties.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology including, "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business,plans, estimates and beliefs. Our actual results will almost always vary, sometimescould differ materially from any estimates, predictions, projections, assumptionsthose discussed in the forward looking statements. Factors that could cause or other future performance suggestedcontribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.

LiquidityOur audited financial statements are stated in United States dollars and Capital Resourcesare prepared in accordance with United States Generally Accepted Accounting Principles.

Purchase of Significant Equipment

AsWe do not intend to purchase any significant equipment over the next twelve months.

13


Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations

For the Year Ending March 31, 2009, we had cash of $12,527 in2012 and 2011

 

 

 

Year Ended  

 

 

 

 

March 31  

 

 

 

 

2012

 

 

2011

 

 

Revenue

$

 Nil

 

$

 Nil

 

 

Operating Expenses

$

5,111,665

 

$

24,039

 

 

Net Loss

$

(5,111,665

)

$

(24,789

)

Expenses

Our operating expenses for our bank accounts and a working capital deficit of $31,883 compared to $9,643 cash and working capital deficit of $3,731 as ofyears ended March 31, 2008.  As of March 31, 2009, we had total assets of $12,5272012 and total liabilities of $44,360.  As of March 31, 2009 we have accumulated a deficit of $57,233.

From December 13, 2006 (date of inception) to March 31, 2009, we raised net proceeds of $26,2002011 are outlined in cash from the issuance of common stock.   $26,200 was raised during the period from December 13, 2006 (inception) to March 31, 2009.  table below:

 

 

 

Year Ended  

 

 

 

 

March 31  

 

 

 

 

2012

 

 

2011

 

 

General and administrative expenses

$

145,532

 

$

24,003

 

 

Foreign exchange loss

$

1,133

 

$

36

 

 

Impairment of licensing agreement cost

$

4,965,000

 

$

Nil

 

 

Interest expense

$

Nil

 

$

750

 

We used net cash of $26,476 in operating activitiesOperating expenses for the year ended March 31, 20092012 increased by 21,164% as compared to $52,233 for the comparative period from December 13, 2006 (inception)in 2011 primarily due to March 31, 2009.  an impairment of licensing agreement costs.



Revenue

10We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.


Liquidity and Financial Condition


Working Capital

                

 

 

At

 

 

At

 

 

Percentage

 

 

 

March 31,

 

 

March 31,

 

 

Increase/

 

 

 

2012

 

 

2011

 

 

(Decrease)

 

Current Assets

$

9,173

 

$

1,903

 

 

382%

Current Liabilities

$

75,631

 

$

77,950

 

 

(6%

Working Capital (Deficit)

$

(66,458

)

$

(76,047

)

 

(18%

)

14


As of March 31, 2009 we had cash of $12,527Cash Flows

 

 

Year Ended

 

 

Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2012

 

 

2011

 

Net Cash used in Operating Activities

$

(117,559

)

$

(15,190

)

Net Cash used in Investing Activities

$

Nil

 

$

Nil

 

Net Cash Provided by Financing Activities

$

124,829

 

$

12,587

 

Increase (Decrease) in Cash During the Period  

$

7,270

$

(2,603

)  

We estimate that our expenses over the next 12 months will be approximately $260,000 as described in our bank accounts.  We intend to meet the balancetable below. These estimates may change significantly depending on the nature of our cashfuture business activities and our ability to raise capital from shareholders or other sources.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months through a combinationto be as follows:


Description 

Target completion
date or period

Estimated
expenses 
($) 

Legal and accounting fees

12 months

50,000

Research and development

12 months

20,000

Management and operating costs

12 months

75,000

Salaries and consulting fees

12 months

80,000

Fixed asset purchases

12 months

10,000

General and administrative

12 months

25,000

Total

260,000

Future Financings

We will require additional financing in order to enable us to proceed with our plan of debtoperations, as discussed above, including approximately $260,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity financing by waysales of private placements.  We currently do not have any arrangementsour common stock in place for the completionorder to continue to fund our business operations. Issuances of any further private placement financings and thereadditional shares will result in dilution to our existing stockholders. There is no assurance that we will be successful in completingachieve any further private placement financings.  There isadditional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no assurance that anypotential lines of credit or sources of financing will beare currently available or if available, on terms that will be acceptablefor the purpose of proceeding with our plan of operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to us.  We may not raise sufficient funds to fully carry out any business plan.provide tabular disclosure obligations.

15


Results of OperationsGoing Concern

Lack of Revenues

We have earned nogenerated only nominal revenues and have sustained operational losses sinceare dependent upon obtaining outside financing to carry out our inception on December 13, 2006operations and pursue our business development activities. If we are unable to March 31, 2009.  As of March 31, 2009,generate future cash flows, raise equity or secure alternative financing, we had an accumulated deficit of $57,233.  We anticipatemay not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, our management believes that we can continue to operate. However, no assurance can be given that management's actions will not earn any revenues during the current fiscal year.  

At this time,result in profitable operations or an improvement in our ability to generate any revenues continues to be uncertain.liquidity situation. The auditor's report on our audited financial statements on March 31, 2009 and 2008 contains an additional explanatory paragraph which identifies issues that raise substantial doubt aboutthreat of our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

Expenses

From December 13, 2006 (date of inception) to March 31, 2009, our total expenses were $57,233.  Our total expenses consisted solely of general and administrative expenses.

Our total expenses decreased by $639 to $28,102 for the year ended March 31, 2009 from $28,741 for the period from December 13, 2006 (inception) to March 31, 2008.  The decrease in total expenses was mainly due a minor decrease in operating expenses.

Net Loss

For the year ended March 31, 2009 we incurred net loss of $28,102 compared to $28,741 for the year ended March 31, 2008.  From December 13, 2006 (date of inception) to March 31, 2009, we incurred an aggregate net loss of $57,233.  The net loss was primarily due to operating expenses.  We incurred net loss of $0.00 per share for the year ended March 31, 2009 and a net loss of $0.00 per share for the year ended March 31, 2008.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to our stockholders.



11




Inflation

The effect of inflation on our revenues and operating results has not been significant.

Known Material Trends and Uncertainties

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from outside sources to sustain operations and meet our obligations on a timely basis, and ultimately upon our ability to attain profitability.  We have limited capital with which to pursue our business plan.

These factors raise substantial doubt about our ability to continue as a going concern.  Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.  The threat that we will be unable to continue as a going concern will be eliminated only when our revenues have reached a level that is able to sustain our business operations.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies usedThe discussion and the estimates and assumptions made by management during their preparation.  A complete summary of these policies is included in note 1 of the notes to our financial statements.  We have identified below the accounting policies that are of particular importance in the presentationanalysis of our financial position,condition and results of operations and cash flows, and which require the application of significant judgment by management.

Basis of Presentation

Theare based upon our financial statements, of the Companywhich have been prepared in accordance with the accounting principles generally accepted accounting principles in the United States of AmericaAmerica. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are presented in US dollars.  affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in  the  United Statesaccounting 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.

Stock-based CompensationForeign Currency Translation

Stock-based compensation is accounted forThe financial statements are presented in United States dollars.  In accordance with ASC-830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value in accordance with SFAS No.  123 and 123 (R).  To date,because of the Company hasshort maturity of these instruments.  Unless otherwise noted, it is management’s opinion our company is not adopted a stock option plan and has not granted any stock options.exposed to significant interest, currency or credit risks arising from these financial instruments.



16


12




Income Taxes

Income taxes are accountedOur company follows the liability method of accounting for under the assets and liability method.  Deferredincome taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing  assets  and  liabilitiesvalues and their respective income tax bases and operating loss and tax credit  carry  forwards.  Deferredbasis (temporary differences).  The effect on deferred income tax assets and liabilities are measured using enactedof a change in tax rates is recognized in effect forincome in the year in which those temporary differences are expected to be recovered or settled.period that includes the enactment date. At March 31, 2012, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Net Loss perPer Share

The CompanyOur company computes net loss per share in accordance with SFAS No. 128,"EarningsASC-260, “Earnings per Share".  SFAS No. 128Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

statement of operations. Basic EPSloss per share is computed by dividing net loss available to common shareholders (numerator)  by the weighted average number of shares outstanding (denominator)common shares during the period. Diluted EPSloss per share gives effect to all potentially dilutive potential common shares outstanding during the period.  Diluted EPSDilutive loss per share excludes all potentially dilutivepotential common shares if their effect is anti-dilutive.

Our company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

Our company has adoptedASC-360, “Property, Plant and Equipment” whichrequires that long-lived assets and certain identifiable intangibles held and used by our company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Our company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. During the year endedMarch 31, 2012,our company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0 (Note 5).

Research and Development

Our company accounts for research and development costs in accordance with the ASC-730, “Research and Development”. Under ASC-730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. Our company incurred research and development expenditures of $0 for the period from December 13, 2006 (date of inception) toMarch 31, 2012.  

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject our company to concentrations of credit risk, consist primarily of cash and cash equivalents. AtMarch 31, 2012, our company has cash in the amount of $9,173. Our company places its cash and temporary cash investments with credit quality institutions

17


Revenue Recognition

Our company will recognize revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Our company will defer any revenue for which the product has not been delivered or is subject to refund until such time that our company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising

Our company follows the policy of charging the costs of advertising to expenses incurred. Our company incurred $0 in advertising costs during the year endedMarch 31, 2012 and December 30, 2010. 

Stock-based Compensation

Our company records stock based compensation in accordance with the guidance in ASC-718, “Compensation - Stock Compensation,” which requires our company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Recent Accounting Pronouncements

Our company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on our company’s financial statements.


Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.As a “smaller reporting company”, we are not required to provide the information required by this Item.


Item 8.       Financial Statements and Supplementary Data



13


18




SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com



CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

March 31, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                                            F-1

BALANCE SHEETS                                                                                                                                                                                               F-2

STATEMENTS OF OPERATIONS                                                                                                                                                                      F-3

STATEMENTS OF STOCKHOLDERS’ DEFICIT                                                                                                                                            F-4

STATEMENTS OF CASH FLOWS                                                                                                                                                                      F-5

NOTES TO THE FINANCIAL STATEMENTS                                                                                                                                                  F-6

19


Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders

Caduceus Software Systems Corp.

Bosco Holdings Inc.

(A Development Stage Company)


We have audited the accompanying balance sheetssheet of Bosco Holdings Inc.Caduceus Software Systems Corp. (A Development Stage Company)“Company”) as of March 31, 2009, March 31, 2008, and March 31, 20072012 and the related statements of operations, stockholders’operation, changes in shareholders’ equity (deficit) and cash flows for the yearsyear then ended March 31, 2009, March 31, 2008,2012, and March 31, 2007, and since inception onfor the period from December 13, 2006 through(inception) to March 31, 2009.2012. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conductconducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provideaudit 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 Bosco Holdings Inc. (A Development Stage Company)Caduceus Software Systems Corp. as of March 31, 2009, March 31, 2008, and March 31, 20072012 and the related statementsresult of its operations stockholders’ equity (deficit) and its cash flows for the yearsyear then ended March 31, 2009, March 31, 2008, and March 31, 2007, and since inception onfor the period from December 13, 2006 through(inception) to March 31, 20092012 in conformity with accounting principlesU.S. generally accepted in the United States of America.accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 12 to the financial statements, the Company has incurredCompany’s losses since inception resulting in an accumulated deficit of $57,233 as at March 31, 2009 and further losses are anticipated in the development of its business which raisesfrom operations raise substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Seale and Beers, CPAsPLS CPA

____________________

PLS CPA, A Professional Corp.

July 16, 2012

San Diego, CA. 92111

F-1

20


CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Balance Sheets

 

 



March 31,

2012

March 31,

2011

Assets

Current Assets

 

 

 

 

Cash

$                                   9,173

$                                  1,903

Total Current Assets

9,173

1,903

Total Assets

$                                   9,173

$                                  1,903

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

Current Liabilities

 

 

 

Accounts payables and accrued liabilities

$                                37,958

$                                12,691

 

Accrued interest on related party loans

1,860

 

Loans from related party

11,813

62,368

 

Loan payable

25,860

1,031

 

Total Current Liabilities

75,631

77,950

 

 

 

Stockholders’ Deficit

 

 


Common stock, $0.001 par value, 400,000,000 shares authorized;

276,700,000 shares issued and outstanding

(March 2011 – 209,600,00 shares)


276,700


209,600

 

Additional paid-in capital

4,869,954

(184,200)

 

Deficit accumulated during the development stage

(5,213,112)

(101,447)

Total Stockholders’ Deficit

(66,458)

(76,047)

Total Liabilities and Stockholders’ Deficit

$                                  9,173

$                                  1,903

 

 

The accompanying notes are an integral part of these financial statements.

F-2


Seale and Beers, CPAs

Las Vegas, Nevada

March 25, 201021


CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Statements of Operations

 

 

 

 

Year Ended

March 31,

2012

Year Ended

March 31, 2011

From Inception on

December 13,

2006 through

March 31,

2012

 

 

 

 

Revenue

$                                       –

$                                       –

$                                       –

 

Expenses

 

 

 

General and administrative expenses

$                            145,532

$                               24,003

$                            245,083

Foreign exchange loss

1,133

36

1,169

Impairment of licensing agreement cost (Note 5)

4,965,000

4,965,000

Total Expenses

5,111,665

24,039

5,211,252

Net loss before other expenses

(5,111,665)

(24,039)

(5,211,252)

Other Expenses

 

 

 

Interest expense

(750)

(1,860)

Net loss for the period

$                       (5,111,665)

$                            (24,789)

$                       (5,213,112)

Loss per common share – Basic and diluted

$ (0.02)

$ (0.00)

 

Weighted Average Number of Common Shares Outstanding

263,503,000

209,600,000

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

F-3



50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351



22



CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Statements of Stockholders’ Deficit

From Inception on December 13, 2006 to March 31, 2012

 

 

 

 


Number of

Common

Shares

Amount

Additional

Paid-in

Capital

Deficit

Accumulated

During Development Stage

 

 

Total

Balance at inception on December 13, 2006

$                      –

$                     –

$                               –

$                         –

Common shares issued for cash at $0.000025

120,000,000

120,000

(117,000)

3,000

Common shares issued for cash at $0.00025

89,600,000

89,600

(67,200)

22,400

Net loss for the period

(390)

(390)

Balance as of March 31, 2007

209,600,000

209,600

(184,200)

(390)

25,010

Net loss for the year

(28,741)

(28,741)

Balance as of March 31, 2008

209,600,000

209,600

(184,200)

(29,131)

(3,731)

Net loss for the year

(28,102)

(28,102)

Balance as of March 31, 2009

209,600,000

209,600

(184,200)

(57,233)

(31,833)

Net loss for the year

(19,425)

(19,425)

Balance as of March 31, 2010

209,600,000

209,600

(184,200)

(76,658)

(51,258)

Net loss for the year

(24,789)

(24,789)

Balance as of March 31, 2011

209,600,000

209,600

(184,200)

(101,447)

(76,047)

Common shares pursuant to licensing agreement at $0.075

66,200,000

66,200

4,898,800

4,965,000

Common shares issued for cash at $0.11

900,000

900

99,100

100,000

Related party debt forgiveness

56,254

56,254

Net loss for the year

(5,111,665)

(5,111,665)

Balance as of March 31, 2012

276,700,000

$            276,700

$         4,869,954

$               (5,213,112)

$              (66,458)

 

The accompanying notes are an integral part of these financial statements.

F-4


BOSCO HOLDINGS, INC

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

Assets

 

 

 

March 31

 

March 31

 

March 31

 

 

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash

$

12,527

$

9,643

$

25,502


Total Assets


$


12,527


$


9,643


$


25,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity (deficit)

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 Accounts payables and accrued liabilities

$

5,000

$

3,374

$

492

 

Accrued Interest – Related Party Note

$

360

 

 

 

 

 

Loans from related party

$

39,000

$

10,000

$

-

 


Total Current Liabilities


$


44,360


$


13,374


$


492

 

 

 

 

 

 

 

Stockholders’ Equity (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 Common stock, $0.001par value, 75,000,000 shares authorized;

 

 

 

 

 

 

 

    26,200,000 shares issued and outstanding

 

26,200

 

26,200

 

26,200

 

Additional paid-in-capital

 

(800)

 

(800)

 

(800)

 

Deficit accumulated during the development stage

 

(57,233)

 

(29,131)

 

(390)


Total stockholders’ equity (deficit)

 


(31,833)



(3,731)

 


25,010


Total liabilities and stockholders’ equity (deficit)


$


12,527


$


9,643


$


25,502

 

 

 

 

The accompanying notes are an integral part of these financial statements.





BOSCO HOLDINGS, INC

(A Development Stage Company)

Statements of Operations

 

 





Year Ended

March 31, 2009


Year Ended

March 31, 2008

Year Ended

March 31, 2007

From Inception on

December 13,

2006 through

   March 31, 2009

 

Expenses

     General and Administrative Expenses

$    27,742

 

$     28,741

$    390

$         56,873

Total Expenses

$    27,742

 

$     28,741

$    390

$         56,873

Net (loss) before Income Taxes

$  (27,742)

 

$   (28,741)

$  (390)

$      (56,873)

Other Expenses

 

 

 

 

 

    Interest Expenses

360

 

-

-

360

    Income Tax Expenses

              -

 

              -

-

                  -

 

 

 

 

 

 

Net (loss) for a period

$  (28,102)

 

$   (28,741)

$  (390)

$      (57,233)

 

 

 

 

 

 

(Loss) per common share – Basic and diluted

$       (0.00)

 

$       (0.00)

$  (0.00)

 

 

 

 

 

 

 

 

Weighted Average Number of Common

Shares Outstanding


26,200,000

 


26,200,000


26,200,000

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 






BOSCO HOLDINGS, INC

(A Development Stage Company)

Statement of Stockholders’ Deficit

From Inception onDecember 13, 2006 to March 31, 2009

 

 

Number of

Common

Shares


Amount

Additional

Paid-in-

Capital

Deficit

accumulated

During  development stage



Total

 

 

 

 

 

 

Balance at inception on December 13, 2006

 

 

 

 

 

 

  March 31, 2007

 

 

 

 

 

 

Common shares issued for cash   at $0.0002

 

15,000,000

$   15,000

$   (12,000)

$           -

$       3,000

March 31, 2007

 

 

 

 

 

 

Common shares issued for cash   at $0.002

 

11,200,000

11,200

11,200

 

22,400

Net (loss)

 

-

-

-

(390)

(390)

Balance as of March 31, 2007

 

 

26,200

(800)

(390)

25,010

Net (loss)

 

 

 

 

(28,741)

(28,741)


Balance as of March 31, 2008


26,200,000


26,200


(800)


(29,131)


(3,731)

Net (loss)

-

-

-

(28,102)

(28,102)


Balance as of March 31, 2009


26,200,000


$   26,200


$        (800)


$   (57,233)


$   (31,833)



The accompanying notes are an integral part of these financial statements.



23



CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Statements of Cash Flows

 

 

Year Ended

March 31,

2012

Year Ended

March 31,

2011

From Inception on

December 13,

2006 through

March 31,

2012

Operating Activities

 

 

 

 

 

 

 

 

 

Net loss for the period

$                           (5,111,665)

$                      (24,789)

$                                 (5,213,112)

 

Adjustment to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Impairment of licensing agreement cost

4,965,000

4,965,000

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts payables and accrued liabilities

25,267

6,969

37,958

 

Due to related party

3,839

1,880

5,719

 

Accrued interest – related party note

750

1,860

 

Net cash used for operating activities

(117,559)

(15,190)

(202,575)

Financing Activities

 

 

 

 

Loans from related party

11,556

60,488

 

Proceeds from loan payable

24,829

1,031

25,860

 

Sale of common stock

100,000

125,400

 

Net cash provided by financing activities

124,829

12,587

211,748

 

 

 

 

 

Net increase (decrease) in cash and equivalents

7,270

(2,603)

9,173

Cash and equivalents at beginning of the period

1,903

4,506

Cash and equivalents at end of the period

$                                     9,173

$                            1,903

$                                           9,173

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Common stock issued for Licensing Agreement

$                              4,965,000

$                                   –

$                                    4,965,000

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

Interest

$                                            –

$                                   –

$                                                  –

 

Taxes

$                                            –

$                                   –

$                                                  –

 

The accompanying notes are an integral part of these financial statements.

F-5


24

BOSCO HOLDINGS, INC

(A Development Stage Company)

Statements of Cash Flows

 

 

Year Ended

 March 31, 2009

 

Year Ended

March 31, 2008

Year Ended

March 31, 2007

From Inception on

December 13,

2006 through

   March 31, 2009

Operating Activities

 

 

 

 

 

 

  Net (loss)

$

(28,102)

$

(28,741)

$    (390)

$        (57,233)

 

Accounts payables and accrued liabilities

 

1,626

 

2,882

    492

5,000

 


Net cash (used) for operating activities

 


(26,476)

 


(25,859)


102


(52,233)

Investing Activities

 

 

 

 

 

 

  Net Cash Provided (Used) by Investing Activities                                 

 

-

 

-

-

-

Financing Activities

 

 

 

 

 

 

 

Loans from related party

 

29,000

 

10,000

-

39,000

 

Accrued Interest – Related Party Note

 

360

 

 

 

360

 

Sale of common stock

 

-

 

-

25,400

25,400

 


Net cash provided by financing activities

 


29,360

 


10,000


25,400


64,760

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

 

2,884

 

(15,859)

25,502

12,527

 

 

 

 

 

 

 

Cash and equivalents at beginning of the period

 

9,643

 

25,502

-

-


Cash and equivalents at end of the period


$


12,527


$


9,643


 $        25,502


$       12,527

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest                                                                                               

$

-

$

-

$

-

 

Taxes  


$


-


$


-


$


-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Cash Activities

$

 -

$

-

                     $

-


 The accompanying notes are an integral part of these financial statements.






BOSCO HOLDINGS, INCCADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes To Theto the Financial Statements

March 31, 20092012


1. NATURE AND CONTINUANCE OF OPERATIONS


Bosco Holdings, Inc. (“the Company”)The Company was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006.2006 under the name Bosco Holdings Inc.  On March 1, 2011, the Company changed its name from Bosco Holdings Inc. to Caduceus Software Systems Corp.  The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, DevelopmentCodification Standard (“ASC”) 915, “Development Stage Enterprises (“SFAS No.7”)Entities”, and its efforts arewere primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. On June 9, 2011, the Company entered into a Licensing Agreement for the exclusive license to software optimized for use in the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. The Company is now in the business of providing medical software to medical professionals.  The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception, December 13, 2006 through March 31, 2009 the Company has accumulated losses of $57,233.  

2. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  TheFor the period from inception, December 13, 2006 through March 31, 2012 the Company has incurredaccumulated losses since inception resulting in an accumulated deficit of $57,233 as at March 31, 2009 and further losses are anticipated in the development of its business raising$5,213,112. There is substantial doubt aboutas to the Company’s ability of the company to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and and/or private placement of common stock.   


2.As ofMarch 31, 2012, the Company has excess of current liabilities over its current assets by $66,458, with cash and cash equivalents representing $9,173.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash equivalentsEquivalents

For purposes of StatementStatements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent.equivalents.


Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.


F-6

25


CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52,ASC-830, “Foreign Currency Translation”Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.


Fair Value of Financial Instruments

The carrying value of cash, and accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.




BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At March 31, 20092012, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.


Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with SFAS No. 128,ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.


Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144 (“SFAS 144”). The Statement ASC-360, “Property, Plant and Equipment” whichrequires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. During the year endedMarch 31, 2012,the Company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0 (Note 5).


F-7

26


CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2012

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 2 (“SFAS 2”), “Accounting for ResearchASC-730, “Research and Development Costs”Development”. Under SFAS 2,ASC-730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenditures of $0 for the period from December 13, 2006 (date of inception) toMarch 31, 2009.2012.  


Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and related party receivables.equivalents. AtMarch 31, 2012, the Company has cash in the amount of $9,173. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The Company does not have accounts receivable and allowance for doubtful accounts at March 31, 2009.institutions





BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Revenue Recognition

The Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"),ASC-605, “Revenue Recognition,” which superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibilitycollectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibilitycollectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has n otnot been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant.

From the date of inception through March 31, 2009, the Company has not generated any revenue to date.


Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the periodyear endedMarch 31,2009.31, 2012 and December 30, 2010. 


LiquidityStock-based Compensation

As shownThe Company records stock based compensation in accordance with the accompanying financial statements,guidance in ASC-718, “Compensation - Stock Compensation,” which requires the Company has incurred a net loss of $57,233 forto recognize expenses related to the period ended March 31, 2009. As of March 31, 2009, the Company's has excess of current liabilities over its current assets by $31,833, with cash and cash equivalents representing $12,527.

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the award. SFAS No. 123R was tointrinsic value and requires instead that such transactions be effectiveaccounted for interim or annual reporting periods beginningusing a fair-value-based method. The Company recognizes the cost of all share-based awards on or after June 15, 2005, but in April 2005a graded vesting basis over the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, insteadvesting period of the next reporting period as required by SFAS No. 123R. award.

Recent accounting pronouncements

The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R,Company management has reviewed recent accounting pronouncements issued through the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.

The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the period beginning December 13, 2006. The Company did not record any compensation expense in the year of 2009 because there were no stock options outstanding prior to the adoption or at March 31, 2009. 



F-8

27



BOSCO HOLDINGS, INCCADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes To Theto the Financial Statements

March 31, 20092012


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Recent Accounting Pronouncements

 In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of  premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff unders tands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity.




22




BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.


In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it bef ore that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.


In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements .  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.


In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including fina ncial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.






BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009


3.4. COMMON STOCK


The total number of common shares authorized that may be issued by the Company is 75,000,000400,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.  As of March 31, 2009 and2012, the companyCompany has issued and outstanding 26,200,000276,700,000 shares of common stock.


During the year March 31, 2007, the Company issued 26,200,000209,600,000 shares of common stock for total cash proceeds of $25,400. 

On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 31, 2009 there were no outstanding27, 2008 to the stockholders on record on close of business February 21, 2008.  The stockholders received four additional shares of common stock options or warrants.


for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect 5:1forwardthis stock split. The Forward Stock Split was effectuated with a record date

On February 16, 2011, the Company's Board of April 7, 2008 upon filingDirectors approved an increase to the appropriate documentation with NASDAQ. The forward Stock Split was implemented taking into account ourCompany’s authorized share capital, and numberdeclared an eight-for-one forward stock split of issued and outstandingthe Company's common stock.  Effective March 1, 2011, the Company’s authorized capital increased from 75,000,000 to 400,000,000 shares of common stock.  The stock split was effected in the form of a stock dividend distribution on March 3, 2011 to the stockholders on record on close of business February 16, 2011.  The stockholders received seven additional shares of common stock for each share of common stock held as of the Record Date.  Totalclose of business on the record date. All shares and per-share data have been restated to reflect this stock split.

On June 9, 2011, the Company issued and outstanding shares66,200,000 common stock to Sygnit Corporation (“Sygnit”) pursuant to the licensing agreement (refer to Note 5).

On November 4, 2011, the Company completed a private placement of common stock increased from 5,240,000 sharespursuant to 26,200,000 shares.  The par value for our sharesRegulation S of the Securities Act of 1933 (the “Act”) and sold 900,000 units to one corporation and raised $100,000. Each unit consisted of one share of common stock remained the same at $0.001.stock; one series A warrant; and, one series B warrant. Each of our shareholders holdingseries A warrant is exercisable into one share of common stock at an exercise price of $0.15 per warrant and each series B warrant is exercisable into one share of common stock at an exercise price of $0.25 per warrant. The series A warrants are exercisable for a period of 36 months from November 4, 2011 and the series B warrants are exercisable for a period of 48 months from November 4, 2011. The transaction took place outside the United States of America and the purchaser was entitleda non-US corporation as defined in Regulation S of the Act.

Share Purchase Warrants

The continuity of share purchase warrants during the period ended March 31, 2012 is as follows:

Expiry dates

Exercise price

Outstanding at March 31, 2011

Issued

Exercised

 

 

Expired

Outstanding at March 31, 2012

November 4, 2014

$ 0.15

-

900,000

-

-

900,000

November 4, 2015

$ 0.25

-

900,000

-

-

900,000

 

 

-

1,800,000

-

-

1,800,000

F-9

28


CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to receivethe Financial Statements

March 31, 2012

5. LICENSING AGREEMENT

On June 9, 2011, the Company entered into a Licensing Agreement with Sygnit. Pursuant to the Licensing Agreement the Company received an exclusive license to the Caduceus MMS software system developed by Sygnit as well as all peripheral documentation, source code and object code relating to this software and any of its accompanying parts. The license is for a period of 5 years, but if the Company is able to raise an aggregate of $200,000 in financing within 6 months, the license extends perpetually. As consideration for the license, the Company issued 66,200,000 shares of common stock and a director of the Company transferred an additional four63,800,000 shares of our restricted common stock.  



4. INCOME TAXES


stock to Sygnit.  The 66,200,000 shares of common stock issued to Sygnit was recorded at the closing stock price which is $0.075 per common stock for a total fair value of $4,965,000.

 

On June 30, 2011, the Company reviewed the fair value of licensing agreement for potential impairment.  Considering all the facts and circumstances, the Company could not forecast future cash flow with enough certainty. In accordance with US GAAP, the Company recorded a $4,965,000 impairment expense and reduced the license agreement book value to $0.

6. LOAN PAYABLE

As of March 31, 2009,2012, the Company owes an unrelated third party $15,539 (Cdn$15,500) (March 31, 2011 - $1,031).  The loan is non-interest bearing, and due on demand.

As of March 31, 2012, the Company owes $10,321 to two unrelated third parties.  The loans are non-interest bearing, and are due on demand.

7. RELATED PARTY TRANSACTIONS

As of March 31, 2011, a director of the Company had outstanding loans to the Company in the amount of $56,254.  The loan was due upon demand and unsecured.  On June 9, 2011, the director agreed to forgive the amount owing to him and the transaction has been recorded as additional paid-in capital during year ended March 31, 2012.

On January 31, 2011, the President of the Company loaned the Company $3,000.  The loan is non-interest bearing, due upon demand and unsecured.  As of March 31, 2012 the President of the Company loaned the Company another $3,008 (Cdn$3,000) and incurred expenses and consulting fees on behalf of the company for $3,448 for a total of $9,456.  The loan is non-interest bearing, due upon demand and unsecured.

As of March 31, 2011, the Company was indebted to the spouse of a former director in the amount of $1,880. The amount was subsequently paid to the related party in April 2011.

During the year ended March 31, 2012 a director of the Company loaned the Company $2,357.  The loan is non-interest bearing, due upon demand and unsecured.

During the year ended March 31, 2012, the Company incurred $6,367 (2011 - $Nil) of consulting fees to the President of the Company.

F-10

29


CADUCEUS SOFTWARE SYSTEMS CORP.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2012

8. CONTINGENCY

The Company disputes charges with RBSM LLP (predecessor auditor) for the review of the Form 8-K and correspondence with the successor auditor during 2008, in amount of $3,025. The Company examined the invoices, and decided that charges for the review of the 8K and correspondence with the successor auditor are excessive.  

9. INCOME TAXES

As of  March 31, 2012, the Company had net operating loss carry forwards of  approximately $57,233$146,665 that may be available to reduce future years’ taxable income through 2029.2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


 

March 31,

2012

March 31,

2011

Net operating loss

$                (146,665)

$                (101,447)

Deferred Tax Asset (35%)

51,333

35,506

Valuation Allowance

(51,333)

(35,506)

Deferred Tax Assets as of March 31, 2012

$                             –

$                             –


5. MARKETING AND SALES DISTRIBUTION AGREEMENT


On March 9th, 2007 The Company entered into a Marketing and Sales Distribution Agreement with Bossco-Laminate Co., LTD to market and distribute the laminate flooring products in North America. According to this agreement , Bossco-Laminate Co., LTD  agrees  to  manufacture  the  1200x300x8  mm polish surface  and  relief  surface  laminate flooring  and fulfill Bosco's written purchase orders for Products in a timely  manner,  and in any event will use its best efforts to fill placed orders within a period  of  thirty days (30)days or less following the receipt of any written order.



6. RELATED PARTY TRANSACTIONS


On February 27, 2008 our Director had loaned the Company $10,000. The loan is non-interest bearing, due upon demand and unsecured. As of March 31, 2008 total loan amount was $10,000.10. SUBSEQUENT EVENTS

 On July 18, 2008 our Director had loaned the Company $7,500. The loan is non-interest bearing, due upon demand and unsecured.

On September 16, 2008 our Director had loaned the Company $14,000. The loan is non-interest bearing, due upon demand and unsecured.

On October 8, 2008 our Director had loaned the Company $7,500 at the interest rate of 10%. The loan due upon demand and unsecured.

As of March 31, 2009 total  loan amount was $39,000 and interest amount was $360. $31,500 of that loan is non-interest bearing and $7,500 is at the interest rate of 10%.


NOTE 7 – SUBSEQUENT EVENTS


The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements.





F-11

30


Item 9.Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure.Disclosure


There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

None.



Item 9A(T).Controls and Procedures.

Evaluation of Disclosure9A.    Controls and Procedures


We carried out an evaluation,As required by Rule 13a-15 under the supervisionExchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012.

Our management, with the participation of our management, including ourpresident (our principal executive officer, principal accounting officer and principal financial officer, ofofficer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”).  Based upon that evaluation, our principal executive officer and principal financial officer concluded that,) as of the end of the period covered inby this report,report. Based on this evaluation, our president has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports filedwe file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported, within the required time periods specified in the SEC’s rules and isforms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer,president, as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.


Management's Report On Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepare dprepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.


Management’s 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 Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009.2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.



31


1.

As of March 31, 2012, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.


2.

As of March 31, 2012, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.


1. As of March 31, 2009, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.


2. As of March 31, 2009, we did not maintain effective controls over financial statement disclosure.  Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Accordingly, management has determined that this control deficiency constitutes a material weakness.


Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2009,2012, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.


Change In Internal Control Over Financial Reporting


There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Attestation Report of the Registered Public Accounting Firm


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.



Item 9B.Other Information.Information

Effective February 27, 2012, Alexander Dannikov resigned as director of our company.  Mr. Dannikov’sresignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. 

None.Also effective February 27, 2012,we decreased the number of directors on our board of directors to two (2). Our board of directors now consists of Derrick Gidden andOswald Huggins.



PART III


Item 10.Directors, Executive Officers Promoters and Control Persons of the CompanyCorporate Governance


Directors and Executive Officers


Set forth below are the names, ages, terms of office and positionsAll directors of our executive officers and directors.


Name

Age

Position

Alexander Dannikov

29

President, Secretary, Treasurer , CEO, CFO and Director





All directorscompany hold office until the next annual meeting of our shareholders andthe security holders or until their successors have been elected and qualify.  Officers servequalified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

32


Name

Position Held
with the Company

Age

Date First Elected or Appointed

Derrick Gidden

President, Chief Executive

Officer, Chief Financial Officer,

Secretary, Treasurer and Director

54

February 15, 2011

Oswald Higgins

Director

50

January 22, 2012

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Derrick Gidden - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Derrick Gidden is a graduate from Coventry Technical College in Telecommunication and Electronic Engineering (Oct 1978) and the University of Wolverhampton where has obtained a Post Graduate in Training Management (July 1994) and has successfully completed a wide array of other business management, training, auditing, project management and information technology programs (May 1992 – February 2010).

For more than twenty five years he has provided management consulting and business development services to a number of private, public service and voluntary companies/organizations.

Mr. Gidden’s entrepreneurship began with two business ventures, between March of 2003 and April of 2008, called Oracle Business Development Partnership (UK) Limited and The Property Investor Group (UK) Limited. While operating Oracle Business Development Partnership (UK), he provided business development consultancy services to businesses across UK, in addition to offering specific consultancy on business planning/development and raising finance. His duties also included supporting companies for sustainability, growth and competitiveness with consultancy on sales/marketing, IT, technology, manufacturing and import/export. While working for The Property Investor Group (UK) Limited, Mr. Gidden provided relevant property investments to prospective investors.

Since April of 2010, Mr. Gidden has been a director of the Poet’s Wood Management Services working in conjunction with Redrow Homes Midlands Ltd., one of the leading companies in the residential home construction sector in the United Kingdom. He is also a school governor at King Edward VI School which is one of the top selective grammar school in the United Kingdom.

Oswald Higgins – Director

Oswald Huggins has an extensive background in mechanical engineering along with high level experience as a medical engineer. From June 2008 to present, Mr. Huggins has acted as a freelance engineering consultant to KO Maintenance and GGPS Services of London, a company that specializes in the maintenance of medical equipment, where he overlooks the company’s investments in Italy.

Since December 2005, Mr. Huggins has been to working with a number of overseas brokers, financing international projects and activating new undertakings in Europe, mainly in Italy, wherein he has gained knowledge and experience on corporate structure, cash flow, administration and marketing.

33


From January 2001 to June 2008, Mr. Huggins was a freelance engineering consultant to Crystal Maintenance, Eradication Services and Nelson Bakewell, which are two companies in the business of equipment maintenance and are located in the city of London.  His duties included: planned maintenance schedules, overseeing medical maintenance projects and health and safety schedules.

Mr. Huggins obtained two HND’s (Engineering diplomas in mechanical engineering) from the East Birmingham Hospital, a reputable educational hospital located in Birmingham, UK. From 1978 to 1985, Mr. Huggins furthered his training as an engineer at the pleasureNational Health Service in Lichfield, Staffordshire, UK, where he obtained the credentials of a medical/mechanical engineer.

Other Directorships

Other than as disclosed above, during the last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the BoardExchange Act or subject to the requirements of Director.  Thesection 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Conflicts of Interest

Our directors will devote suchare not obligated to commit their full time and effortattention to our business and, affairs asaccordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be necessaryappropriate for presentation to perform their responsibilities.  us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.


In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

  • the corporation could financially undertake the opportunity;
  • the opportunity is within the corporation’s line of business; and
  • it would not be fair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

Involvement in Certain Legal Proceedings

Aside from Mr. Dannikov, there are no other persons whose activities will be materialTo the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.been convicted in a criminal proceeding or been subject to our operations at this time.  Mr. Dannikov is our only “promoter” as such term is defined under the Act.  However as finances allow, we will engage managementa pending criminal proceeding (excluding traffic violations and other personnel as required in such areas as finance, administration, sales and marketing, research and development, and overall management.minor offences);


Alexander Dannikov.  Mr. Dannikov has  acted as our  sole  director  and  officer  since  our inception on December 13, 2006. Since November 2006, Mr. Dannikov has worked as General Manager2.had any bankruptcy petition filed by or against the business or property of Irkut  Corporation,  a private company that sells building materials in Russia and abroad. From January 2005 to November 2006, Mr. Dannikov has worked for Avalon Video company as Assistant  Director wherethe person, or of any partnership, corporation or business association of which he was involved in marketing,  recruiting,  staff training,  performing  supervisory  functions, monitoring  service  quality and employee  performance.  Since August 2001,  Mr. Dannikov was initially  employed as a manager for Hoztorg,  a wholesale  company involved in  distributing  household  goods in the Irkutsk  region  where he was responsible for organizing cargo transportation,  wholesale and retail trade. He became a director of the company in June 2003.  From June 2003 to January  2005, when Mr.  Dannikov  acted as a director of Hoztorg,  his  responsibilities  were business administration, staff management, and customer relations and marketing. Mr.  Dannikov  graduated with a Bachelor of Social  Sciences  Degree in regional studies from Irkutsk State  University in June 2003.  His degree  specialization was "Administration of Territories (Siberian region)".  Mr. Dannikov devotes 30%

of his business time to our affairs. He is responsible for managing our business operations  and  overseeing  day-to-day  affairs,  including all  administrative aspects.


Board of Directors and Director Nominees


Our solegeneral partner or executive officer, and director, Alexander Dannikov, is currently the only member of our Board of Directors.  We do not have a nominating committee of the Board, since the Board as a whole selects individuals to stand for election as members.  Since the Board does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of the security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be providedeither at the time of submission.  The letter shouldthe bankruptcy filing or within two years prior to that time;  

3.been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be accompaniedassociated with persons engaged in any such activity;

4.been found by a résumé supportingcourt of competent jurisdiction in a civil action or by the nominee's qualificationsSEC or the Commodity Futures Trading Commission to serve onhave violated a federal or state securities or commodities law, and the Board, as well asjudgment has not been reversed, suspended, or vacated;

34


5.been the subject of, or a listparty to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of references.a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or





The Board identifies director nominees through6.been the subject of, or a combinationparty to, any sanction or order, not subsequently reversed, suspended or vacated, of referrals from different people, including management, existing Board members and security holders.  Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the sourceany self-regulatory organization (as defined in Section 3(a)(26) of the recommendation.  If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a memberExchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the slate of director nominees submitted to security holders for election to the Board.


Among the factorsCommodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that the Board considers when evaluating proposed nominees are their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions.  The Board may request additional information from each candidate prior to reaching any determination.  The Board is under no obligation to formally respond to all recommendations, although ashas disciplinary authority over its members or persons associated with a matter of practice, it will endeavor to do so.



member.

Director Independence


Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of DirectorsCompliance with regard to this definition.


Audit Committee


The functions of the audit committee are currently carried out by our Board of Directors.  Our Board has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee.  The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.


Significant Employees


Other than our sole officer and director, we do not expect any other individuals to make a significant contribution to our business.


Family Relationships


There are no family relationships among our officers or directors.




28




No Legal Proceedings


None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:


·

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; or

·

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.


Section 16(a) Beneficial Ownership Compliance Reporting


Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file1934

Our common stock is not registered pursuant to Section 16(a).  As we do not have any securities registered under Section 12 of the Securities Exchange Act of 1934, noneas amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of our Reporting Persons are required to file reportsSection 16(a) of ownership and changes in ownership with the SEC.



Exchange Act.

Code of Ethics


We have not yet adopted a corporate code of ethics. When we do adopt a code of ethics, we will announce it via the filing of a current report on form 8-K.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that appliesresolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our principal executive officer, principalcompany, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Audit Committee and Charter

Currently our audit committee consists of our entire board of directors. We have determined that we do not have a member of the audit committee in the capacity as an independent director.

We have not implemented an audit committee charter. When we do adopt an audit committee charter, we will announce it via the filing of a current report on form 8-K.

Nominating Committee and Charter

We currently do not have nominating committee or other committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial officer, principal accounting officerexpert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

35


We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or controller, or personscommittees performing similar functions becausenor do we have a written nominating, compensation. Our board of directors does not yet finalizedbelieve that it is necessary to have such committees because it believes the contentfunctions of such a code.committees can be adequately performed by our board of directors.




29




Item 11.     Executive Compensation.Compensation


The following table sets forth, asparticulars of March 31, 2009, the compensation paid to the following persons:

  • our Presidentprincipal executive officer;
  • each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended March 31, 2012 and Chief Executive Officer2011; and our Chief Financial Officer during the last
  • up to two completed fiscal years.  No other officers or directors received annual compensation in excess of $100,000 during the last two completed fiscal years.


    Summary Compensation Table (1)

    Name and Principal Position

    Year

    Salary ($)

    Total ($)

    Alexander Dannikov (2)

    2008

    0

    0

    2009

    0

    0



    (1) Pursuant to Item 402(a)(5) of Regulation S-K tables and columnsadditional individuals for whom disclosure would have been omitted whereprovided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended March 31, 2012 and 2011,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation has been awarded.did not exceed US$100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name
and Principal
Position 

Year

Salary
($) 

Bonus
($) 

Stock
Awards 
($) 

Option
Awards 
($) 

Non-Equity
Incentive 
Plan 
Compensa- 
tion 
($) 

Change in
Pension 
Value and
Nonqualified 
Deferred 
Compensation 
Earnings 
($) 

All
Other 
Compensa- 
tion 
($) 

Total
($) 

Derrick Gidden(1)
President, ChiefExecutive Officer,

Chief Financial Officer, Secretary,

Treasurer and Director

2012

2011

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(2) Alexander 36


SUMMARY COMPENSATION TABLE

Name
and Principal
Position 

Year

Salary
($) 

Bonus
($) 

Stock
Awards 
($) 

Option
Awards 
($) 

Non-Equity
Incentive 
Plan 
Compensa- 
tion 
($) 

Change in
Pension 
Value and
Nonqualified 
Deferred 
Compensation 
Earnings 
($) 

All
Other 
Compensa- 
tion 
($) 

Total
($) 

Alexander
Dannikov(2)
Former Director, President,

Chief Executive Officer and

Chief Financial Officer

2012

2011

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

Nil

N/A

(1)

Mr. Gidden was appointed president, chief executive officer, chief financial officer, secretary, treasurer and director of our company on February 15, 2011.

(2)

Mr. Dannikov was appointed chief executive officer, president, chief financial officer, treasurer and director on December 13, 2006 and resigned from his position as an officer on February 15, 2011 and as director on February 27, 2012.

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer.directors or executive officers, except that share options may be granted at the discretion of our board of directors.


Stock Option Plan

To date, we have not adopted a stock option plan.

2012 Grants of Plan-Based Awards

There were no equity or non-equity awards granted to the named executives in 2012.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards as at March 31, 2012.

Option Exercises and Stock Vested

During our fiscal year ended March 31, 2012 there were no options exercised by our named officers.

37


Compensation of Directors

We do not have made no grants ofany agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options orto purchase shares of our common stock appreciation rights from December 13, 2006 (inception) to March 31, 2009.


as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans


There are no arrangements or plans in which we provide pension, retirement or similar benefits to ourfor directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Boardboard of Directorsdirectors or a committee thereof.


Compensation CommitteeIndebtedness of Directors, Senior Officers, Executive Officers and Other Management


We currently do not have a compensation committeeNone of the Board of Directors.  The Board as a whole determines executive compensation.


Compensation of Directors


We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended March 31, 2009.


We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors.  The Board of Directors may award special remuneration toexecutive officers or any director undertaking any special services on behalfassociate or affiliate of our company other than services ordinarily requiredduring the last two fiscal years, is or has been indebted to our company by way of a director.  No director received and/or accrued any compensation for services as a director, including committee participation and/or special assignments.




Changeguarantee, support agreement, letter of Control


As of March 31, 2009 we had no pension plans or compensatory planscredit or other arrangements which provide compensation in the eventsimilar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of a termination of employmentour executive officers or a change in our control.directors.


Compensation Committee Interlocks and Insider Participation


We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions.  The Board of Directors as a whole participates in the consideration of executive officer and director compensation.


Compensation Committee Report


Our Chief Financial Officer /Chief Executive Officer has reviewed the Compensation Discussion and Analysis and the requirements pertaining to this item.  He has determined that no disclosure is necessary as we have not adopted any compensation programs and we have approved that a statement to that effect be disclosed in this Form 10-K


Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table sets forth, information as of March 31, 2009 regardingJuly 1, 2012, certain information with respect to the beneficial ownership of our common stockshares by each shareholder known by us to be the beneficial owner of more than five per cent5% of our outstandingcommon shares, as well as by each of common stock, each directorour current directors and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholdersEach person has sole voting and investment power with respect to the shares of common stock, beneficially owned.except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial
Owner

Amount and Nature of
Beneficial Ownership

Percentage
of Class(1)

Derrick Gidden
42a High Street Sutton Coldfield
West Midlands, United Kingdom B72 1UJ

Nil

0%

Alexander Dannikov
26 Utkina Street, Suite 10
Irtkutsk, Russia 664007

56,200,000 Common

20%

Oswald Higgins

40 Hillaries Rd

Birmingham 23 UK

Nil

0%

Directors and Officers as a Group

56,200,000 common

20

Sygnit Corporation
253 N. Jackson Street
Frankfort IN 46041

130,000,000 common

47%

38


(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 11, 2012. As of July 11, 2012, there were 276,700,000 shares of our company’s common stock issued and outstanding.

Changes in Control


We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Common

Alexander Dannikov
26 Utkina Street, Suite 10

Irtkutsk, Russia 664007


15,000,000


57.25



Item 13.Certain Relationships and Related Transactions.Transactions, and Director Independence


DuringExcept as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended March 31, 2009, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein2012, in which the amount involved in the transaction exceeded or a series of similar transactions exceededexceeds the lesser of $120,000US$120,000 or 1%one percent of the average of our total assets at the year-end for the last three completed fiscal years.


Director Independence



We currently act with two directors, consisting of Derrick Gidden and Oswald Higgins.

31We have determined that Oswald Higgins is an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.


Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.


Our board of directors has determined that none of our directors qualify as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

39


Item 14.Principal AccountantAccounting Fees and Services.


Audit and Non-Audit Fees


The following table sets forth the fees for professional audit services and theaggregate fees billed for otherthe most recently completed fiscal year ended March 31, 2012 and for the fiscal year ended March 31, 2011 for professional services rendered by our auditors in connection withthe principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

Year Ended  

 

March 31, 2012
 

March 31, 2011
 

Audit Fees

11,625

9,250

Audit Related Fees

-

-

Tax Fees

-

-

All Other Fees

-

-

Total

11,625

9,250

Our board of directors pre-approves all services provided by our independent auditors. All of the years ended March 31, 2009above services and 2008,fees were reviewed and any otherapproved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed for services rendered by our independent auditors during these periods.and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.


PART IV

Item 15.     Exhibits, Financial Statement Schedules

(a)

Financial Statements

 

 

Period from December 13, 2006 to March 31, 2008

(1)

Financial statements for our company are listed in the index under Item 8 of this document

Audit fees

$

 3,000

Audit-related fees

-

Tax fees

-

All other fees

-

Total

3,000



 

 

Period from April 1, 2008 to March 31, 2009

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Audit fees

$

 6,000

Audit-related fees

 

 

-(b)

Exhibits

40


Exhibit No.

Description

Tax fees(3)

-

Articles of Incorporation and Bylaws  

All other fees3.1

-

Articles of Incorporation of Caduceus Software Systems Corp. (formerly Bosco Flooring, Inc.) (incorporated by reference to our Registration Statement on Form SB-2 filed on July 12, 2007)

Total3.2

$

 6,000


Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually.  The Board, acting as the audit committee, pre-approved all audit related services for the year ended March 31, 2009.




32




Item 15.Exhibits.


Exhibit No.

DescriptionBylaws of Caduceus Software Systems Corp. (formerly Bosco Flooring, Inc.) (incorporated by reference to our Registration Statement on Form SB-2 filed on July 12, 2007)

23.13.3

ConsentCertificate of SEALE AND BEERS, CPAsAmendment filed with the Nevada Secretary of State on March 27, 2008 (incorporated by reference to our Current Report on Form 8-K filed on June 9, 2011)

31.13.4

CertificationCertificate of Chief Executive Officer and Chief Financial Officer pursuantAmendment filed with the Nevada Secretary of State on February 23, 2011  (incorporated by reference to Section 302(a) of the Sarbanes-Oxley Actour Current Report on Form 8-K filed on March 3, 2011)

32.1(10)

Material Contracts

10.1

Licensing Agreement with Sygnit Corporation, dated June 9, 2011 (incorporated by reference to our Current Report on Form 8-K filed on June 9, 2011)

10.2

Release of Liabilities from Alexander Dannikov (incorporated by reference to our Current Report on Form 8-K filed on June 9, 2011)

(31)

Rule 13a-14(a)/15d-14(a) Certifications

31.1*

Section 302 Certification under Sarbanes-Oxley Act of Chief2002 of Derrick Gidden (Principal Executive Officer, and ChiefPrincipal Financial Officer pursuant to and Principal Accounting Officer)

(32)

Section 1350 Certifications

32.1*

Section 906 of theCertification under Sarbanes-Oxley Act of 2002 of Derrick Gidden (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

101**

Interactive Data Files

101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document


*              Filed herewith.



SIGNATURES


**           Furnished herewith.Pursuant to Rule 406T of Regulation S-T, the requirementsInteractive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

41


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CADUCEUS SOFTWARE SYSTEMS CORP.

 

BOSCO HOLDINGS, INC.(Registrant)

 

 

 Date:  April 9, 2010

By:

Dated: July 16, 2012

/s/ Alexander DannikovDerrick Gidden

 

Alexander DannikovDerrick Gidden

 

President, Chief Executive Officer, Chief

Financial Officer, Principal Accounting Officer, Secretary, Treasurer Directorand


Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURES

 

TITLEDirector

 

DATE(Principal Executive Officer, Principal Financial

Officer and Principal Accounting Officer)

 

 

 

 

/s/ Alexander DannikovPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Alexander Dannikov

Dated: July 16, 2012

/s/ Derrick Gidden

Derrick Gidden

 

President, Chief Executive Officer, Chief

Financial Officer, Principal Accounting Officer, Secretary, Treasurer and

Director

(Principal Executive Officer, Principal Financial

Officer and Principal Accounting Officer)

 

April 9, 2010Dated: July 16, 2012

/s/ Oswald Higgins

Oswald Higgins

Director






33