BASSET ENTERPRISES, INC.
(A Development Stage Company)
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2008
INDEX TO FINANCIAL STATEMENTS
INDEX
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| Page |
Report of Independent Registered Public Accounting Firm | 12 |
Balance sheet | 13 |
Statements of operations | 14 |
Statements of stockholder’s (deficit)/ equity | 15 |
Statements of cash flows | 16 |
Notes to financial statements | 17-22 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Basset Enterprises, Inc.
Shenzhen, China
We have audited the accompanying balance sheet of Basset Enterprises, Inc. (a development stage enterprise)(the “Company”) as of December 31, 2008 and 2007 and related statements of operations, stockholders’ deficit, and cash flows for the period June 4, 1999 (inception) thru December 31, 2008. 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 financial statements as of December 31, 2004 and for the year ended December 31, 2004 were audited by other auditors whose report dated March 24, 2005 expressed an unqualified opinion on those statements. Our opinion on the statements of operations, cash flows and stockholders' deficit for the period since June 4, 1999 (Date of Inception) to December 31, 2008 insofar as it relates to amounts for the prior periods through December 31, 2004 is based on the rep ort of the other auditors
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 audit 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 provide 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 Basset Enterprises, Inc. (a Nevada corporation) as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the period June 4, 1999 (inception) thru December 31, 2008, 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 further in Note 3, the Company has been in the development stage since its inception (June 4, 1999) and continues to incur significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Lake & Associates CPA’s LLC
Lake & Associates, CPA’s LLC
Schaumburg, Illinois
January 9, 2009
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Basset Enterprises, Inc. |
(A Development Stage Company) |
BALANCE SHEET |
As of December 31, 2008 and 2007 |
| | | | | | | |
| | | | | | 2008 | 2007 |
ASSETS | | |
CURRENTS ASSETS | | | | | | | |
Cash | | | | | | $ - | $ - |
| | | | | | | |
TOTAL CURRENT ASSETS | | | | | | $ - | $ - |
| | | | | | | |
TOTAL ASSETS | | | | | | $ - | $ - |
| | | | | | | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | |
CURRENT LIABILITIES | | | | | | | |
Accrued Liabilities | | | | | | $ 3,250 | $ - |
Accounts Payable | | | | | | 1,653 | |
Payable to Stockholder | | | | | | 3,526 | 11,875 |
TOTAL CURRENT LIABILITIES | | | | | | 8,429 | 11,875 |
| | | | | | | |
TOTAL LIABILITIES | | | | | | $ 8,429 | $ 11,875 |
| | | | | | | |
STOCKHOLDERS' DEFICIT | | | | | | | |
Preferred stock: par value $.01; 5,000,000 shares | | | | | |
authorized; no shares issued & outstanding | | | | - | - |
Common stock: par value $.001; 50,000,000 shares | | | | | |
authorized; 4,999,998 shares issued and outstanding | | | | 5,000 | 1,965 |
Additional paid in capital | | | | | | 19,725 | 2,760 |
Deficit accumulated during the development stage | | | | (33,154) | (16,600) |
TOTAL STOCKHOLDERS' DEFICIT | | | | | (8,429) | (11,875) |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | $ - | $ - |
| | | | | | | |
The accompanying notes are an integral part of these financial statements. |
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Basset Enterprises, Inc. |
(A Development Stage Company) |
STATEMENT OF OPERATIONS |
For the Years Ended December 31, 2008 and 2007 and |
from June 4, 1999 (Date of Inception) to December 31, 2008 |
| | | | | For the Years Ended December 31, | Cumulative Amount from June 4, 1999 (inception) to December 31, |
| | | | | 2008 | 2007 | 2008 |
REVENUES | | | | | | | |
Sales | | | | | $ - | $ - | $ - |
Cost of Sales | | | | | - | - | - |
| | | | | | | |
Gross profit | | | | | - | - | - |
| | | | | | | |
OPERATING EXPENSES | | | | | | | |
Administrative and General | | | | | 45,417 | 125 | 62,017 |
TOTAL OPERATING EXPENSES | | | | 45,417 | 125 | 62,017 |
| | | | | | | |
Loss from operations | | | | | (45,417) | (125) | (62,017) |
| | | | | | | |
OTHER INCOME | | | | | | | |
Debt Forgiveness Income | | | | | 28,863 | - | 28,863 |
| | | | | | | |
TOTAL OTHER INCOME | | | | | - | - | - |
| | | | | | | |
NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES | | (16,554) | (125) | (33,154) |
| | | | | | | |
PROVISION FOR INCOME TAXES | | | | | - | - | - |
| | | | | | | |
NET INCOME (LOSS) | | | | | $ (16,554) | $ (125) | $ (33,154) |
| | | | | | | |
Net Loss Per Common Share | | | | | ** | ** | |
Basic and fully diluted | ** Less than .01 | | | |
| | | | | | | |
WEIGHTED AVERAGE SHARES OUTSTANDING | | | 1,716,642 | 131,013 | |
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The accompanying notes are an integral part of these financial statements. |
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Basset Enterprises, Inc. |
(A Development Stage Company) |
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) |
From June 4, 1999 (Date of Inception) December 31, 2008 |
| | | | | |
| Common Stock | Additional | Retained | |
Par Value of $0.001 | | | Paid-in | Earnings | TOTAL |
| Shares | Amount | Capital | (Deficit) | |
| | | | | |
Balance at June 4, 1999 (date of inception) | - | | $ - | $ - | $ - |
Common stock issued for cash | 689,700 | 690 | 2,760 | | 3,450 |
Net loss for the period | - | - | - | (2,394) | (2,394) |
Balance December 31, 1999 | 689,700 | 690 | 2,760 | (2,394) | 1,056 |
| | | | | |
Common stock issued for cash | 1,211,000 | 1,211 | | | 1,211 |
Net loss for the year | - | - | - | (2,160) | (2,160) |
Balance December 31, 2000 | 1,900,700 | 1,901 | 2,760 | (4,554) | 107 |
| | | | | |
Common stock issued for cash | 64,500 | 64 | - | | 64 |
Net loss for the year | - | - | - | (171) | (171) |
Balance December 31, 2001 | 1,965,200 | 1,965 | 2,760 | (4,725) | - |
| | | | | |
Net loss for the year | - | - | - | - | - |
Balance December 31, 2002 | 1,965,200 | 1,965 | 2,760 | (4,725) | - |
| | | | | |
Net loss for the year | - | - | - | - | - |
Balance December 31, 2003 | 1,965,200 | 1,965 | 2,760 | (4,725) | - |
| | | | | |
Net loss for the year | - | - | - | (6,500) | (6,500) |
Balance December 31, 2004 | 1,965,200 | 1,965 | 2,760 | (11,225) | (6,500) |
| | | | | |
Net loss for the year | - | - | - | (5,125) | (5,125) |
Balance December 31, 2005 | 1,965,200 | 1,965 | 2,760 | (16,350) | (11,625) |
| | | | | |
Net loss for the year | - | - | - | (125) | (125) |
Balance December 31, 2006 | 1,965,200 | 1,965 | 2,760 | (16,475) | (11,750) |
| | | | | |
Net loss for the year | - | - | - | (125) | (125) |
Balance December 31, 2007 | 1,965,200 | 1,965 | 2,760 | (16,600) | (11,875) |
| | | | | |
Reverse Stock Split 15 to 1 | (1,834,186) | (1,834) | 1,834 | - | - |
Issuance of Stock for Services | 4,868,978 | 4,869 | 15,131 | | 20,000 |
Net loss for the Period | - | - | - | (16,554) | (16,554) |
Balance December 31, 2008 | 4,999,992 | 5,000 | 19,725 | (33,154) | (8,429) |
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The accompanying notes are an integral part of these financial statements. |
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Basset Enterprises, Inc. |
(A Development Stage Company) |
STATEMENT OF CASH FLOWS |
From June 4, 1999 (Date of Inception) December 31, 2008 |
| | | | | | | |
| | | | | | | |
| | | | | For the Years Ended December 31, | Cumulative Amount from June 4, 1999 (inception) to December 31, |
| | | 2008 | 2007 | 2008 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net Income (Loss) | | | | | $ (16,554) | $ (125) | $ (16,600) |
Adjustment to reconcile net loss to | | | | | | |
Net cash used in operations: | | | | | | | |
Issuance of Common Stock for Services | | | | 20,000 | | 20,000 |
Forgiveness of shareholder payable | | | | (28,183) | | (28,183) |
Changes in operating assets and liabilities: | | | | | | |
Accounts Payable | | | | | 1,653 | | 1,653 |
Accrued liabilities | | | | | 3,250 | - | 3,250 |
| | | | | | | |
NET CASH USED IN OPERATIONS | | | | (19,834) | (125) | (19,880) |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | - | - | |
Increase in payable to stockholder | | | | 19,834 | 125 | 8,655 |
Issuance of common stock | | | | | - | - | 11,225 |
Net cash provided by financing activities | | | | 19,834 | 125 | 19,880 |
| | | | | | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | - | - | - |
| | | | | | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | - | - | - |
| | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | | - | - | - |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | |
Cash pain for interest | | | | | - | - | - |
Cash paid for income taxes | | | | | - | - | - |
| | | | | | | |
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The accompanying notes are an integral part of these financial statements. |
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BASSET ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (JUNE 4, 1999) THROUGH DECEMBER 31, 2008
NOTE 1 ORGANIZATION
Basset Enterprises, Inc. (a development stage enterprise) (the Company) was formed on June 4, 1999 in the State of Nevada. The Company’s activities to date have been primarily directed towards the raising of capital and seeking business opportunities.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
Accounting Method
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended December 31, 2008.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported
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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.
Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.
Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2008 for purposes of computing fully diluted earnings per share.
Share-Based Payments
The Company adopted Statement of Financial Accounting standards (“SFAS”) No. 123 (Revised December 2004),“Share-Based Payment” (SFAS No. 123R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including stock options, employee stock purchases related to an employee stock purchase plan and restricted stock units based on estimated fair values of the awards over the requisite employee service period. SFAS No. 123R supersedes Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees”, which the company previously followed in accounting for stock-base awards. In March 2005, the SEC issued Staff Bulletin No. 107(“SAB No. 107”), to provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its adoption of SFAS No. 123R.
Under SFAS No. 123R, stock-base compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employee’s requisite service period. The Company adopted the provisions of SFAS 123R in its fiscal year ended December 31, 2006, using the modified prospective application method. The valuation provisions of SFAS 123R apply to new awards and to awards that are outstanding on the effective date (or date of adoption) and subsequently modified or cancelled; prior periods are not revised for comparative purposes. Estimated compensation expense for awards outstanding on the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure under FASB Statement No. 123,“Accounting for Stock-Based Compensation”.
Fair value of Financial Instruments
Financial instruments consist principally of cash, trade and related party payables, accrued liabilities, short-term obligations and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
Related Parties
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Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.
Impact of New Accounting Standards
In December 2007, the Financial Accounting Standards Board ("FASB") issued two new statements: (a.) SFAS No. 141(revised 2007),“Business Combinations”, and (b.) No. 160,“Noncontrolling Interests in Consolidated Financial Statements”. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its financial statements.
(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.
(b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent’s equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parent’s ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.
In February 2008, the FASB issued Financial Staff Positions (“FSP”) FAS 157-2,“Effective Date of FASB Statement No. 157”(“FSP FAS 157-2”), which delays the effective date of SFAS No. 157,“Fair Value Measurement”(“SFAS 157”), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP FAS 157-2 partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. FSP FAS 157-2 is effective for us beginning January 1, 2009. The Company is currently evaluating the potential impact of the adoption of those provisions of SFAS 157, for which the effectiveness was delayed by FSP SFAS 157-2, on the Company’s financial position and results of operations.
In March 2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 161,"Disclosures about Derivative Instruments and Hedging Activities", an amendment of FASB Statement No. 133 ("SFAS No. 161"). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its consolidated financial statements. In March
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2008, the FASB issued SFAS No. 161,"Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133"Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operation s.
In May 2008, the FASB released SFAS No. 162,“The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days following the SEC’s approval of the PCAOB amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The FASB has stated that it does not expect SFAS No. 162 will result in a change in current practice. The Company does not believe the application of SFAS 162 will have a significant impact, if any, on the Company’s financial statements.
May 2008, the FASB issued SFAS No. 163,"Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company's financial position, results of operations or cash flows.
In May 2008, the FASB issued FSP APB 14-1,"Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)"("FSP APB 14-1"). FSP APB 14-1 applies toconvertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years after December 15, 2008, and must be applied on a retrospective basis. Early adoption is not permitted. The Company is assessing the potential impact of this FSP on the conv ertible debt issuances.
In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1,"Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities"("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresseswhether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements iss ued for fiscal years beginning after December 15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company is assessing the
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potential impact of this FSP on the earnings per share calculation.
In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early application is not permitted. The Company is assessing the potential impact of this EITF 07-5 on the financial condition and results of operations.
NOTE 3 GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangeme nts that may dilute the interests of existing stockholders.
NOTE 4 INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.
There is no provision for income taxes due to continuing losses. At December 31, 2008, the Company has net operating loss carryforwards for tax purposes of approximately $8,500, which expire through 2028. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carryforwards available if significant changes in stockholder ownership of the Company occur.
NOTE 5 RELATED PARTY TRANSACTIONS
A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the shareholder at December 31, 2008 and 2007 were $3,526 and $11,875, respectively. As of November 7, 2008 a shareholder forgave $28,863 of payables. The amount is recorded as other income for the year ended December 31, 2008.
The Company does not lease or rent any property. Office space and services are provided without charge by a
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shareholder. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
NOTE 6 EQUITY TRANSACTIONS
As of July 31, 2008, the Company’s Board of Directors and the consenting majority shareholders, adopted and approved resolutions to effect a one-for-fifteen (1-for-15) reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Split”). The Reverse Split became effective on September 3, 2008.
The effect of the Reverse Split was to reduce the total number of outstanding shares of the Company’s common stock from 1,965,200 to approximately 131,014 shares issued and outstanding. The Reverse Split affected all of the holders of all classes of the Company’s common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company or proportionate voting power, except for insignificant changes that resulted from the rounding of fractional shares. The Reverse Split did not cause a reduction in the Company’s 50,000,000 shares of authorized common stock.
September 11, 2008, the Board of Directors (the “Board”) of the Company authorized the issuance of approximately 4,868,978 shares of the Company’s common stock (the “Shares”) for services rendered by a contractor to the Company. The total value was $20,000.
On November 7, 2008, pursuant to the terms of a stock purchase agreement by and between Mid-Continental Securities Corp., (“Seller”) and Madam Sun Keqing and A. Epstein and Sons International, Inc. (collectively referred to as “Buyers”), Madam Sun Keqing purchased 3,782,075 shares of common stock in the Company from Seller, and
A. Epstein and Sons International, Inc. purchased 667,425 shares of common stock in the Company from Seller. Buyers purchased an aggregate of 4,449,500 shares of common stock in the Company which represents approximately 88.99% of the total number of issued and outstanding common stock of the Company. As a result of the share purchase, Madam Sun Keqing acquired voting control of the Company.
In conjunction with the share purchase transaction between Buyers and Seller, on November 7, 2008, Jose Acevedo resigned from his position as a director of the Registrant, and Cosmo Palmieri resigned as the chief executive officer and chief financial officer of the Registrant. Neither Mr. Acevedo, nor Mr. Palmieri’s resignations were due to disagreements with the Company.
On November 7, 2008, the board of directors of the Registrant appointed Madam Sun Keqing as the chief executive officer, chief financial officer, and a director of the Registrant to fill the vacancies created Mr. Acevedo and Mr. Palmieri’s resignations. Madam Sun Keqing does not have any employment agreements with the Company.
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
As reported on Forms 8-K filed with the SEC on September 18, 2006 and February 28, 2008, the Company changed its auditors. There have been no disagreements with our accountants on accounting and financial disclosure.
ITEM 9A(T). CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. &nbs p;The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievemen t of these objectives.
Internal Control Over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records tha t in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) 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 issuer are
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being made only in accordance with authorizations of management and directors of the Company; and (3) 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.
Management, including the chief executive officer and chief financial officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
With the participation of the chief executive officer and chief financial officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2008 based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management has concluded that, as of December 31, 2008, the Company's internal control over financial reporting was effective.
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 and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.
There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The directors and executive officers currently serving the Company are as follows:
| | |
Name | Age | Positions held |
Madam Sun Keqing, | 36 | Chief Executive Officer and Director since November 2008 |
Madam Sun Zhaozhong | 26 | Chief Operating Officer and Director since December 2008 |
Madam Zhu Xiaojuan | 31 | Chief Financial Officer since December 2008 |
The directors named above will serve until the next annual meeting of the Company’s stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company’s board.
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There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company’s affairs.
The directors and officers will devote their time to the Company’s affairs on an “as needed” basis, which, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely will fall within the range of five to ten hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.
Biographical Information
Madam Sun Keqing – Madam Sun Keqing is 36 years old. Madam Sun Keqing serves as the Company’s Chief Executive Officer and Director. In addition to her work with the Company, since 2003, Ms. Sun Keqing has served as the Board Chairman and General Manager of the A Epstein and Sons International Investment Consulting Co., Ltd., a Chinese corporation. She graduated from University of Toronto with a bachelor’s degree in Architecture Art and a master’s degree in Business Administration
Madam Sun Zhaozhong – Madam Sun Zhaozhong is 26 years old. Madam Sun Zhaozhong serves as the Company’s Chief Operating Officer and Director. In addition to her involvement with the Company, Madam Sun Zhaozhong also currently serves as the chief marketing officer of Epstein International Investment Consulting (Shenzhen) Co., Ltd. (“Epstein International”), a construction development company located in China. As the chief marketing officer with Epstein International, Madam Sun Zhaozhong works in the areas of business development opportunities and marketing initiatives, as well as working closely with client representatives, construction managers, local government and specialty consultants relating to Epstein International’s construction development projects.
Madam Zhu Xiaojuan – Madam Zhu Xiaojuan is 31 years old. Madam Zhu Xiaojuan serves as the Company’s Chief Financial Officer. In addition to her involvement with the Company, Madam Zhu Xiaojuan is also the chief financial officer ofEpstein International. Madam Zhu Xiaojuan has extensive work related experience in the areas of financial management, auditing and internal control, and has served as financial manager for many large-sized business enterprises.
Family Relationships
Madam Sun Keqing and Madam Sun Zhaozhong are sisters.
Involvement in Certain Legal Proceedings
None of our officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:
(1)
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;
(2)
Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring,
25
suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4)
Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.
Directorships
None of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that, during the fiscal year ended December 31, 2008, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied.
Code of Ethics
The Company has not yet adopted a code of ethics. The Company intends to adopt a code of ethics in the near future.
ITEM 11.
EXECUTIVE COMPENSATION.
No officer or director received any remuneration from the Company during the fiscal year. Until the Company acquires additional capital, it is not intended that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of December 31, 2008, the ownership of each person known by the Company to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares. No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.
| | | |
Title of Class | Name and Address | Number of Shares Owned Beneficially | Percent of Class Owned |
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| | | |
Common | Mid-Continental Securities Corp. P.O. Box 110310 Naples, Florida 34108-0106 |
484,085 |
9.7% |
Common | A. Epstein and Sons International, Inc. 600 W Fulton St. Chicago, IL 60661 | 667,425 | 13.35% |
Security Ownership of Management
The following table sets forth, as of December 31, 2008, the ownership of each executive officer and director of the Company, and of all executive officers and directors of the Company as a group. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares. No person listed below has any options, warrants or other right to acquire additional securities of the Company except as may be otherwise noted.
| | |
Name and Address | Number of Shares Owned Beneficially | Percent of Class Owned |
Madam Sun Keqing (1) 3102-3105 Time Square Plaza, Yitian Road Futian District Shenzhen, China | 3,782,075 | 75.6% |
Madam Sun Zhaozhong (1) 3102-3105 Time Square Plaza, Yitian Road Futian District Shenzhen, China | 0 | 0.0% |
Madam Zhu Xiaojuan(1) 3102-3105 Time Square Plaza, Yitian Road Futian District Shenzhen, China | 0 | 0.0% |
Jose Acevedo (2) 312 E 206th St #H Bronx, NY 10467 | 0 | 0.0% |
Cosmo Palmieri (3) P.O. Box 110310 Naples, Florida 34108-0106 | 0 | 0.0% |
All directors and executive officers (2) persons) | 3,782,075 | 75.6% |
(1)
The person listed is a current officer, a director, or both, of the Company.
(2)
As disclosed on a Fork 8-K filed with the SEC on November 12, 2008, Jose Acevedo resigned from his position as a Director of the Company on November 7, 2008.
27
(3)
As disclosed on a Fork 8-K filed with the SEC on December 8, 2008, Cosmo Palmieri resigned from his position as a Director of the Company on December 6, 2008.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the shareholder at December 31, 2008 and 2007 were $3,526 and $11,875, respectively. As of November 7, 2008 a shareholder forgave $28,863 of payables. The amount is recorded as other income for the year ended December 31, 2008.
Aside from the foregoing, there were no material transactions, or series of similar transactions, during our Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.
Director Independence
The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission. These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.
For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing. The Company’s board of directors may not find independent a director who:
1.
is an employee of the company or any parent or subsidiary of the company;
2.
accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;
3.
is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;
4.
is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-discretionary charitable contribution matching programs;
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5.
is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.
Based upon the foregoing criteria, our Board of Directors has determined that Madam Sun Keqing and Madam Sun Zhaozhong are not an independent directors under these rules as they are also employed by the Company as its Chief Executive Officer and Chief Operating Officer.
ITEM 14.
PRINCIPAL ACCOUNTANTING FEES AND SERVICES
Audit Fees
(1)
The aggregate fees billed by Lake and Associates CPAs LLC for audit of the Company's annual financial statements were $3,250 for the fiscal year ended December 31, 2008, and $1,000 for the fiscal year ended December 31, 2007.
Audit Related Fees
(2)
Lake and Associates CPAs LLC did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Company’s financial statements during the fiscal years ended 2008 and 2007.
Tax Fees
(3)
The aggregate fees billed by Lake and Associates CPAs LLC for tax compliance, advice and planning were $0.00 for the fiscal year ended December 31, 2008 and $0.00 for the fiscal year ended December 31, 2007.
All Other Fees
(4)
Lake and Associates CPAs LLC did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2008 and 2007.
Audit Committee=s Pre-approval Policies and Procedures
(5)
Basset Enterprises, Inc., a blind pool reporting company which is not yet publicly traded, does not have an audit committee per se. The current board of directors functions as the audit committee.
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
Audited Financial Statements for the fiscal year ended December 31, 2008.
(b)
Exhibits.
3(i)
Articles of Incorporation (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on June 13, 2005).
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3(ii)
Bylaws (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on June 13, 2005).
31.1
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
* Filed Herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BASSET ENTERPRISE, INC.
By: /S/ Madam Sun Keqing
Madam Sun Keqing, Chief Executive Officer
Date: March 24, 2009
In accordance with Section 13 or 15(d) 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:
By: /S/ Madam Sun Keqing
Madam Sun Keqing, Chief Executive Officer
Date: March 24, 2009
By: /S/ Madam Zhu Xiaojuan
Madam Zhu Xiaojuan, Chief Financial Officer, Chief Accounting Officer
Date: March 24, 2009
By: /S/ Madam Sun Keqing
Madam Sun Keqing, Director
Date: March 24, 2009
By: /S/ Madam Sun Zhaozhong
Madam Sun Zhaozhong, Director
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