SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
o TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ____________ to ___________.
Commission File Number 000-26493
(Exact name of small business issuer as specified in its charter)
Nevada | 88-0390251 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
770 South Post Oak Lane, Suite 330, Houston, TX 77056
(Address of principal executive offices)
(832) 487- 8689
(Issuer's telephone number)
Millenium National Events, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark if the registrant is a well known seasonal issuer as defined in Rule 405 of the Securities Act o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large Accelerated | o | Non-accelerated Filer | o |
Accelerated Filer | o | Smaller Reporting Company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act o
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliate computed by reference to the price at which the common equity was last sold on the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second quarter - $181,000.
Shares outstanding as of July 15, 2008, was 94,374,679 shares of common stock, $.001 par value.
EXTENSIONS, INC.
INDEX
PART I | |
| Page No. |
Item 1. Business | 3 |
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Item 1A. Risk Factors | 3 |
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Item 1B. Unresolved Staff Comments | 4 |
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Item 2. Properties | 4 |
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Item 3. Legal Proceedings | 4 |
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Item 4. Submission of Matters to a Vote of Security Holders | 4 |
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PART II | |
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Item 5. Market For Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities | 5 |
| |
Item 6. Selected Financial Data | 5 |
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Item 7. Managements Discussion and Analysis of Financial Condition and Result of Operation | 5 |
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Item 7A. Quantitative and Qualitative Disclosure About Market Risk | 5 |
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Item 8. Financial Statements and Supplementary Data | 6 |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Data | 7 |
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Item 9A. Controls and Procedures | 7 |
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Item 9B. Other Information | 8 |
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PART III | |
| |
Item 10. Directors, Executive Officers and Corporate Governance | 8 |
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Item 11. Executive Compensation | 8 |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 8 |
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Item 13. Certain Relationships and Related Transactions, and Director Independence | 9 |
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Item 14. Principal Accountant Fees and Services | 9 |
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PART IV | |
| |
Item 15. Exhibits and Financial Statements Schedules | 9 |
| |
Signatures | 10 |
EXTENSIONS, INC.
PART I
ITEM 1. BUSINESS
The company was incorporated under the laws of the State of Nevada on February 19, 1997. The company ceased all operating activities during the period from October 1, 2003 to December 31, 2005 and was considered dormant. Since October 6, 2006, the company is in the development stage, and has not commenced planned principal operations. The company also was delinquent on its filing with the Secretary of State for Nevada and as a result was not a corporation in good standing until October 30, 2006. The company’s common shares are listed for trading on the Pink Sheets under the symbol MNEI.
Prior to approximately October 1, 2003, Millennium National Events, Inc. was an operating company with its common shares listed for trading on the OTCBB market. The company failed to remain current on its SEC filing requirements and as a result was demoted to the Pink Sheets. The company has not filed any periodic reports since the report filed for the third quarter of 2003. Subsequently, the Company ceases all business operations and has been dormant since approximately October 1, 2003. During the same period, all the Company’s officers and directors ceased acting on behalf of the Company and abandoned their obligations to the Company and its shareholders. As a result, the Company was considered to be dormant from October 1, 2003 to December 31, 2005.
On August 18, 2006, a complaint was filed in the Superior Court for Washoe County, Nevada seeking the appointment for custodian for the Company under Nevada Revised Statutes 78.347(2). On October 6, 2006, a Custodian was appointed to the Company who commenced an investigation of the assets, management, liabilities, business, condition and liabilities of the Company.
As a result of the investigation by the Custodian, a report was prepared and filed with the Court, finding that there were no apparent assets, liabilities, or business of the company existing or enforceable, that there were 27,300,000 common shares and no preferred shares issued and outstanding and that the company was in revoked status under Nevada law. The accompanying financial statements were prepared on the basis of that investigation, as approved by the Court.
Further, based on his investigation, the custodian has been unable to locate any assets belonging to the company, and no records of any valid remaining liabilities, liens, judgements, warrants, options, or other claims against the Company or its stock.
In the event that any liabilities, liens, judgments, warrants, options, or other claims against the Company arise, these will be recorded when discovered.
ITEM 1A. RISK FACTORS
Our securities are highly speculative and involve a high degree of risk, including among other items the risk factors described below.
RISKS RELATED TO OUR BUSINESS
We have a lack of operating history and lack of revenues from operations.
To date we have only realized nominal revenues and have limited operating history. Our only significant asset is the business plan. Our ability to successfully generate revenues from our future website is dependent on a number of factors, including availability of funds to continue to add content to the site, to adequately develop and maintain the website as outlined in our business plan, to commercialize our website through advertising, sponsorships and strategic alliances, and to attract and retain visitors to our site. There can be no assurance that we will not encounter setbacks with our website. We do not expect our current resources to carry us until we reach cash flow positive; capital needs may arise or we may deem that it is appropriate to raise additional funds for general corporate and working capital purposes. If an unexpected capital need arises we cannot assure you that capital will be available on reasonable terms, if at all. Therefore, the inability to raise additional funds, either through equity or debt financing, could materially impair our ability to generate revenues.
There are many risks associated with forward-looking information.
Much of the information presented in our business plan contains forward-looking statements. Although we believe the forward-looking statements have reasonable bases, we cannot offer any assurance that we will be able to conduct our operations as contemplated.
ITEM 1A. RISK FACTORS - continued
RISKS RELATED TO OUR SECURITIES
We may require additional capital in the future and we cannot assure you that capital will be available on reasonable terms, if at all, or on terms that would not cause substantial dilution to your stock holdings.
We expect our cash on-hand, to be insufficient for our corporate needs until we project being cash flow positive. However, estimates for expenses, as well as our market approach and timing may change and we may decide to attempt to obtain additional debt or equity financing during 2008. Further, we may determine that it is appropriate to raise additional capital for working capital and general corporate purposes. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us, if at all. Any sale of a substantial number of additional shares may cause dilution to your investment and could also cause the market price of our common stock to decline.
We do not plan to pay dividends on our common stock.
We do not anticipate paying cash dividends to the holders of our common stock in the foreseeable future. Accordingly, investors in our common stock must rely upon subsequent sales after price appreciation as the sole method to realize a gain on an investment in our common stock. There are no assurances that the price of our common stock will ever appreciate in value particularly if we continue to sustain operating losses. Investors seeking cash dividends should not buy our common stock.
We currently have a limited trading market as there is limited liquidity on the OTC which may impact your ability to sell your shares.
Currently our shares of our Common Stock are traded on the NASD — OTC NQB. However, there is limited trading volume in our shares. When fewer shares of a security are traded on the OTC NQB, price volatility may increase and price movement may outpace the ability of the OTC NQB deliver accurate quote information. If low trading volumes in our common stock continue, there may be a lower likelihood of orders for shares of our common stock being executed, and current prices may differ significantly from prices quoted by the OTC NQB at the time of order entry.
Our common stock is subject to the penny stock rules which limits the market for our common stock.
Because our stock is traded on the NASD-OTC NQB, if the market price of the common stock is less than $5.00 per share, the common stock is classified as a “penny stock.” SEC Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an “established customer” or an “accredited investor.” This includes the requirement that a broker-dealer must make a determination that investments in penny stocks are suitable for the customer and must make special disclosures to the customers concerning the risk of penny stocks. Many broker-dealers decline to participate in penny stock transactions because of the extra requirements imposed on penny stock transactions. Application of the penny stock rules to our common stock reduces the market liquidity of our shares, which in turn affects the ability of holders of our common stock to resell the shares they purchase, and they may not be able to resell at prices at or above the prices they paid.
There may be a greater risk of fraud on the NASD-OTC NQB.
NASD-OTC NQB securities are more frequently targets for fraud or market manipulation because they are not regulated as closely as securities listed on exchanges. Dealers may dominate the market and set prices that are not based on competitive forces. Individuals or groups may create fraudulent markets and control the sudden, sharp increase of price and trading volume and the equally sudden collapse of market prices. While there is regulation of the NASD-OTC NQB, it is not as comprehensive as the regulation of the listed exchange. If this should occur, the value of an investment in our common stock could decline significantly.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Subsequent to the year ended December 31, 2006, we entered into a two-year sublease agreement for the lease of certain office space at 770 South Post Oak Lane, Suite 330, Houston, TX 77056, which is used as our corporate offices. The lease began on August 1, 2007 and will terminate on July 31, 2009. The monthly rental is $350.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Shares of our common stock began trading on the NASD-OTC in February, 1997. As of December 31, 2006, there were approximately 50 holders of our common stock. This does not include persons who hold our common stock in street name. Our symbol was MNEI.PK, but has now changed to EXTI.PK.
Our transfer agent is Transfer Online, Inc., 317 Alder Street, 2nd Floor, Portland, Oregon 97204.
The table below sets forth the high and low closing prices of the company’s common stock during the periods indicated as reported on Yahoo Finance (http://finance.yahoo.com). The quotation reflects inter-dealer prices without retail mark-up, mark-down or commission and may not reflect actual transactions.
2006 | | High | | | Low | |
Quarter-ended 3-31-06 | | $ | 9.00 | | | $ | 4.00 | |
Quarter-ended 6-30-06 | | | 5.00 | | | | 2.50 | |
Quarter-ended 9-30-06 | | | 7.50 | | | | 1.40 | |
Quarter-ended 12-31-06 | | | 2.50 | | | | 0.90 | |
| | | | | | | | |
Dividends
Since its inception, the company has not declared or paid cash or other dividends on its common stock, nor does the company have any plans to pay any dividends in the near future.
Recent Sale of Unregistered Securities
There were no sales of equity securities during the year-ended December 31, 2006.
ITEM 6. SELECTED FINANCIAL DATA
| | December 31, 2005 | | | December 31, 2006 | |
Revenues | | $ | 0 | | | $ | 0 | |
Expenses | | | 0 | | | | 0 | |
Net income | | | 0 | | | | 0 | |
Assets | | | 27,300 | | | | 0 | |
Liabilities | | | 0 | | | | 0 | |
Equity | | | 27,300 | | | | 0 | |
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION
During the years ended December 31, 2006 and 2005, the company had no operations other than the search for a business to acquire or with which to combine.
The company reported no revenues for either of the years ended December 31, 2006 or 2005. The company did not incur any expenses during the year-ended December 31, 2005. During the year-ended December 31, 2006, the company incurred an impairment expense of $27,300.
MATERIAL CHANGES IN FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2006 and 2005, the company had no assets and no liabilities.
Although the company has no liquidity it believes it will be able to find a suitable company with which to merge and/or acquire.
ITEM 7A. QUANITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
None
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Extensions, Inc. (formerly Millennium National Events, Inc.)
(A Development Stage Company)
Index to Financial Statements
| |
Report of Independent Registered Public Accounting Firm | F-1 |
| |
Financial Statements: | |
| |
Balance Sheets | F-2 |
| |
Statements of Loss | F-3 |
| |
Statements of Shareholders Equity | F-4 |
| |
Statements of Cash Flows | F-5 |
| |
Notes to Financial Statements | F-6 to F-8 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Extensions, Inc. (formerly Millennium National Events, Inc.)
We have audited the accompanying balance sheets of Extensions, Inc. (formerly Millennium National Events, Inc.), (‘the Company”) (a development stage company), as of December 31, 2006 and 2005 and the related statements of loss, stockholders' equity and cash flows for the years then ended and the period from (inception) to December 31, 2006. 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. The Company's financial statements as of and for the period from date of inception through December 31, 2004 were audited by other auditors. On November 6, 2006, the Second Judicial District Court of the State of Nevada in and for the County of Washoe adopted the custodian’s financial statements for the year-ended December 31, 2005 and such for the basis of our report for that fiscal year.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the court certified financial statements for 2005 provide a reasonable basis for our opinion.
In our opinion, based on our audits and the court certified financial statements for 2005, such financial statements present fairly, in all material respects, the financial position of Extensions, Inc. (formerly Millennium National Events, Inc.) as of December 31, 2006 and 2005 and the results of its operations and its cash flows for each of the two years then ended and for the period from the date of inception to December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not have assets or sources of revenue, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Gruber & Company, LLC
July 15, 2008
Lake Saint Louis, Missouri
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Balance Sheets
Assets |
| | December 31, 2006 | | | December 31, 2005 | |
| | | | | | |
Other Assets | | | 0 | | | | 27,300 | |
| | | | | | | | |
Total Assets | | $ | 0 | | | | 27,300 | |
| | | | | | | | |
Liabilities & Stockholders’ Equity |
| | | | | | | | |
Current Liabilities | | | | | | | | |
| | | | | | | | |
Accounts Payable | | | - | | | | - | |
| | | | | | | | |
Total Current Liabilities | | | - | | | | - | |
| | | | | | | | |
Stockholders’ Equity Common stock - Authorized shares 100,000,000 $0.001 par value; 27,300,000 outstanding at 12-31-06 and at 12-31-05 Preferred stock- Authorized shares 10,000,000 $0.001 par value; 0 outstanding at 12-31-06 and at 12-31-2005 | | | 27,300 | | | | 27,300 | |
| | | | | | | | |
Additional paid-in Capital | | | - | | | | - | |
| | | | | | | | |
Deficit accumulated during development stage | | | (27,300 | ) | | | | |
| | | | | | | | |
Total Stockholders’ Equity | | | 0 | | | | 27,300 | |
| | | | | | | | |
Total Liabilities & Stockholders’ Equity | | $ | 0 | | | $ | 27,300 | |
The accompanying notes are an integral part of these financial statements
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Statements of Operations
| | For the Years Ended December 31, | | | From Inception (February 19, 1997) Through December 31, | |
| | 2006 | | | 2005 | | | 2006 | |
| | | | | | | | | | | | |
REVENUES | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Impairment Loss | | | 27,300 | | | | 0 | | | | 27,300 | |
| | | | | | | | | | | | |
Total Expenses | | | 27,300 | | | | 0 | | | | 27,300 | |
| | | | | | | | | | | | |
NET LOSS | | $ | (27,300 | ) | | $ | 0 | | | $ | (27,300 | ) |
| | | | | | | | | | | | |
(LOSS) PER SHARE | | $ | (0.01 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | |
WEIGHTED AVERAGE SHARES OUTSTANDING | | | 27,300,000 | | | | 27,300,000 | | | | | |
The accompanying notes are an integral part of these financial statements
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Statements of Shareholders Equity
For the years ended December 31, 2006 and 2005
And from Inception (February 19 1997) through December 31, 2006
| | Common Stock | | | Amount | | | Additional Paid-in Capital | | | Retained Earnings | | | Total | |
Balance at 12-31-04 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Common Stock Issued | | | 27,300,000 | | | | 27,300 | | | | 0 | | | | 0 | | | | 27,300 | |
Net income | | | - | | | | | | | | 0 | | | | 0 | | | | 0 | |
Balance at December 31, 2005 | | | 27,300,000 | | | | 27,300 | | | | 0 | | | | 0 | | | | 27,300 | |
Net income | | | - | | | | - | | | | 0 | | | | (27,300 | ) | | | (27,300 | ) |
Balance at December 31, 2006 | | | 27,300,000 | | | | 27,300 | | | | 0 | | | | (27,300 | ) | | | 0 | |
The accompanying notes are an integral part of these financial statements
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Statements of Cash Flows
| | For the Years Ended December 31, | | | From Inception (February 19, 1997) through December 31, | |
| | 2006 | | | 2005 | | | 2006 | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Net Income (Loss) | | $ | (27,300 | ) | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | | | | | |
Non cash expense - impairment | | | 27,300 | | | | 0 | | | | 0 | |
Increase in accounts payable | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Net Cash Used By Operating Activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Proceeds from issuance of common stock | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Net cash provided from financing activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Net increase (Decrease) in cash | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Cash at beginning of year | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
Cash at end of year | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | |
Supplemental cash flow information | | | | | | | | | | | | |
Cash paid for interest and income taxes | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2006
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast doubt about the company’s ability to continue as a “going concern”. The company has incurred indeterminate net losses prior to October 1, 2003, has a liquidity problem, and requires additional financing in order to finance its business activities on an ongoing basis. The company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. The company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities.
These financial statements do not reflect adjustments that would be necessary if the company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
Organization and Basis of Presentation
The company was incorporated under the laws of the State of Nevada on February 19, 1997. The company ceased all operating activities during the period from October 1, 2003 to December 31, 2005 and was considered dormant. Since October 6, 2006, the company is in the development stage, and has not commenced planned principal operations. The company also was delinquent on its filing with the Secretary of State for Nevada and as a result was not a corporation in good standing until October 30, 2006. The company’s common shares are listed for trading on the Pink Sheets under the symbol MNEI.
Prior to approximately October 1, 2003, Millennium National Events, Inc. was an operating company with its common shares listed for trading on the OTCBB market. The company failed to remain current on its SEC filing requirements and as a result was demoted to the Pink Sheets. The company has not filed any periodic reports since the report filed for the third quarter of 2003. Subsequently, the Company ceases all business operations and has been dormant since approximately October 1, 2003. During the same period, all the Company’s officers and directors ceased acting on behalf of the Company and abandoned their obligations to the Company and its shareholders. As a result, the Company was considered to be dormant from October 1, 2003 to December 31, 2005.
On August 18, 2006, a complaint was filed in the Superior Court for Washoe County, Nevada seeking the appointment for custodian for the Company under Nevada Revised Statutes 78.347(2). On October 6, 2006, a Custodian was appointed to the Company who commenced an investigation of the assets, management, liabilities, business, condition and liabilities of the Company.
As a result of the investigation by the Custodian, a report was prepared and filed with the Court, finding that there were no apparent assets, liabilities, or business of the company existing or enforceable, that there were 27,300,000 common shares and no preferred shares issued and outstanding and that the company was in revoked status under Nevada law. The accompanying financial statements were prepared on the basis of that investigation, as approved by the Court.
Further, based on his investigation, the custodian has been unable to locate any assets belonging to the company, and no records of any valid remaining liabilities, liens, judgments, warrants, options, or other claims against the Company or its stock.
In the event that any liabilities, liens, judgements, warrants, options, or other claims against the Company arise, these will be recorded when discovered.
Nature of Business
The Company has no products or services as of December 31, 2006. The company was organized as a vehicle to seek merger or acquisition candidates. The company intends to acquire interest in various business opportunities, which in the opinion of management would provide a profit to the company.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a merger with an existing, operating company.
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2006
NOTE 3 – SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies for Millennium National Events, Inc. (a development stage company) is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements is conformity with generally accepted accounting principles required 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.
Loss Per Share
Basic loss per share has been computed by dividing the loss for the year applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There were no common equivalent shares outstanding at December 31, 2006 or 2005.
Concentration of Credit Risk
The company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
NOTE 4 – INCOME TAXES
The company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes”. SFAS No. 109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
NOTE 5 – DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a development stage company, the company has had recurring losses during its development stage. The company’s financial statements are prepared using generally accepted accounting principals applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the company have committed to meeting its minimal operating expenses.
NOTE 6 – COMMITMENTS
Since January 1, 2006 all activities of the company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.
Extensions, Inc.
(formerly Millennium National Events, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2006
NOTE 7 – COMMON STOCK
Prior to December 31, 2005, the company issued 27,300,000 shares of common stock for cash and other consideration. No additional shares were issued in 2006.
NOTE 8 – NEW ACCOUNTING STANDARDS |
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. The Statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, or the Company’s fiscal year ending September 30, 2009. The Company is currently assessing the impact the adoption of this pronouncement will have on the financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” and is effective for fiscal years beginning after November 15, 2007. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The Company is currently assessing the impact the adoption of this pronouncement will have on the financial statements.
In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” and is effective for fiscal years beginning after December 5, 2008. This Statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company is currently assessing the impact the adoption of this pronouncement will have on the Company’s financial statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company's management, with the participation of its chief executive officer who at that time was also its chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of December 31, 2007. Based on that evaluation, the Company's chief executive / financial concluded that, as of that date, the Company's disclosure controls and procedures, were not effective at a reasonable assurance level, due to the identification of a material weakness, as discussed further below under Management's Report on Internal Control over Financial Reporting.
Management's Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CEO who is also the company’s CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
As of December 31, 2007, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2007, as a result of the identification of the material weakness described below.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Our management, including our chief executive officer who at that time was also chief financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
The Company's management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to close its books and records effectively at each reporting date, obtain the necessary information from operational departments and to complete the work necessary to file its financial reports timely.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities Exchange Commission that permit the company to provide only management’s report in this annual report.
ITEM 9A. CONTROLS AND PROCEDURES - continued
Management's Remediation Plan
Management determined that a material weakness existed due to a lack of an adequate number of personnel in the accounting department. Management is in the process of remediating the material weakness identified by hiring a sufficient number of resources to perform controls and to aid in the timeliness of the financial statement close process leading to the correct preparation, review, presentation of and disclosures in our consolidated statements. The Company has hired temporary contractors to help perform certain accounting functions, until management can employ a more permanent solution. We cannot assure you that, as circumstances change, any additional material weakness will not be identified.
We believe that our disclosure controls and procedures, including our internal control over financial reporting, have improved since year-end due to the scrutiny of such matters by our management and a board of directors and the changes described above. We have hired certain resources in the accounting and finance departments and we will make additional changes in the future, as we deem necessary. We cannot assure you that, as circumstances change, any additional material weakness will not be identified.
Changes in Internal Control over Financial Reporting
Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the name, age and office of each executive officer of the Company as of December 31, 2006. Each officer serves at the discretion of the board of directors, but generally for a one-year term. The periods during which such persons have served in such capacities are indicated in the description of business experience of such person below.
Name | Age | Position |
Crawford Shaw | 73 | President, Secretary, Treasurer & Director |
The following is a biographical summary of the business experience of the executive officers and directors of the company.
Crawford Shaw, 73, a director and the Company’s Chairman of the Board, Chief Executive Officer and President, has been an international lawyer, financier and management consultant in the past thirty years. Previously, Mr. Shaw was a partner with Shaw and Reed, practicing in the areas of international law and finance. At Shaw and Reed, which he founded, Mr. Shaw served as legal, financial and management consultant to several small and medium sized private and public companies. Mr. Shaw is also a director of Paper Free Medical Solutions. Mr. Shaw graduated from Yale College in 1958 and Yale Law School in 1961. He is a former Fellow of the Association of the Bar of the City of New York and is the current Editor of A Lawyer’s Guide to International Business Transactions, published by the American Bar Association and the American Law Institute. Mr. Shaw is a member of the New York Bar and was admitted to practice before the Appellate Division and Court of Appeals in New York, as well as the United States Court for the Southern District of New York and the States Court of International Trade.
ITEM 11. EXECUTIVE COMPENSATION
There has been no executive compensation paid during any of the last three years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table is furnished as of December 31, 2006 to indicate beneficial ownership of shares of the Company’s common stock by (1) each shareholder of the Company who is known by the Company to be a beneficial owner of more than 5% of the Company’s common stock, (2) each director, nominee for director and Named Officer of the company, individually, and (3) all officers and directors of the company as a group. The information in the following table was provided by such persons.
No persons owned 5% or more of our common stock. No officer or Director owned any shares as of December 31, 2006.
Compliance with Section 16(a) of the Exchange Act
Under the securities laws of the United States, the company’s directors, its executive officers, and any persons holding more than ten percent of the company’s stock are required to report their initial ownership of the company’s common stock and any subsequent changes in that ownership to the securities and Exchange Commission. Specific due dates for these reports have been established and the company is required to disclose in this Proxy Statement any failure to file by these dates during 2006. Based solely on a review of such reports and written statement of its directors, executive officers and shareholders, the company does not believe that all of the filing requirements were satisfied on a timely basis in 2006.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There were no related party transactions in either of the years ended December 31, 2005 or 2006.
The sole director of the Company, Mr. Crawford Shaw is not independent as he is also an officer of the Company.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Paid to Independent Public Accountants
The following table represents fees for professional audit services rendered by E. Randall Gruber, CPA PC (“ERG”) for the audit of the Company’s annual financial statements for the years ended December 31, 2006 and December 31, 2005 and fees billed for other services rendered by “ERG“ during those periods.
| | Fiscal 2006 | | | Fiscal 2005 | |
Audit fees (1) | | | 500 | | | | |
Audit related fees (2) | | | | | | | |
Tax fees | | | - | | | | - | |
All other fees | | | - | | | | - | |
Total | | | - | | | | - | |
| | | 500 | | | | | |
(1) | Audit fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by ERG in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related Fees consist of fees billed for assurances and other services not explicitly related to the performance of the audit or review of the company’s consolidated financial statements and are not reported under “Audit Fees”. This category includes fees related to the Company’s registration statements, review of proxy statements and accounting research. |
Auditor’s time on task
All of the work expanded by ERG on our December 31, 2006 and 2005 audits were attributed to work performed by ERG’s full-time, permanent employees.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MILLENNIUM NATIONAL EVENTS, INC. | |
| | | |
Date: July 21, 2008 | By: | /s/ Crawford Shaw | |
| | Crawford Shaw | |
| | Principal Executive Officer and Principal Financial Officer | |
| | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
Name | Title | Date |
/s/ Crawford Shaw
| Principal Executive Officer, Principal Financial Officer and Director | July 21, 2008 |