UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2010 |
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . |
COMMISSION FILE NUMBER (000-51419)
A SUPER DEAL.COM, INC.
(Exact name of registrant as specified in its charter)
| FLORIDA | 20-14499410 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
601 Seafarer Circle, Suite 402 Jupiter, FL | 33477-9053 | |
| (Address of principal executive offices) | (Zip Code) | |
(561) 429-8704
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934: NONE
Title of Each Class | ||
| ||
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class |
Common Stock, par value .01 per share CUSIP NUMBER: 00210R 10 6 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form10-K. 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. See the definitions of "large accelerated filer,""accelerated filer"and "smaller reporting company"in Rule12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
Indicat e by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes x Noo
The aggregate market value of the Common Stock held by non-affiliates: Currently there is no trading market for the Registrant's Common Stock.
Shares of Common Stock outstanding as of September 1, 2010: 35,928,665 shares.
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INDEX
| PAGE NUMBER | ||||
| Item 1. | Business | 3 | ||
| Item 1A. | Risk Factors | 13 | ||
| Item 1B. | Unresolved Staff Comments | 14 | ||
| Item 2. | Properties | 14 | ||
| Item 3. | Legal Proceedings | 14 | ||
| Item 4. | Removed and Reserved | 14 | ||
| Item 5. | 14 | |||
| Item 6. | 15 | |||
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||
| Item 7A. | 15 | |||
| Item 8. | 16 | |||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 | ||
| Item 9A. | 25 | |||
| Item 9B. | 25 | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 26 | ||
| Item 11. | Executive Compensation | 26 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 27 | ||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 27 | ||
| Item 14. | Principal Accounting Fees and Services | 27 | ||
| Item 15. | Exhibits and Financial Statement Schedules | 28 | ||
| Exhibit Index | 28 | |||
| Signatures | 29 | |||
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This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference are discussed in this annual report on Form 10-K, including in the section entitled "Risk Factors."
When used in this report, the terms "A Super Deal", "we", "our", "us" and "the Company" refer to A Super Deal.com, Inc. except where the context otherwise requires or as otherwise indicated.
| ITEM 1. | BUSINESS |
A Super Deal.com, Inc. (the "Company" or "A Super Deal) was incorporated in the State of Florida on March 1, 2004 as a wholly owned subsidiary of eCom eCom.com, Inc. ("eCom"). A Super Deal.com's core business was the marketi ng of guaranteed authentic hand signed sports memorabilia. The Company ceased pursing this line of business during March 2005. The Company currently has no operations.
Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin off the Company into an independent company in the belief that the independent company, with a distinct business, would be better able to obtain necessary funding and develop their business plans.
On June 4, 2004, the Board of Directors of eCom approved the spin-off of A Super Deal.
eCom spun off A Super Deal on June 4, 2004. The spin-off was subject to the effectiveness of the bankruptcy of eCom.
On March 28, 2008 the US Bankruptcy court issued a final order on the eCom bankruptcy case. As a result of the emergence of A Super Deal.com, Inc. (Prior Super Deal) from operating under Chapter 11 of the Un ited States Bankruptcy Code (the Bankruptcy Code) on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior Super Deal pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.
On July 8, 2010, the Company entered into an agreement to exchange, upon the completion of certain activities by the Company as defined in the agreement, 83% of its common stock for certain intellectual property that will allow the Company to produce various commodities through the process of biomass transformation. The Company has yet to complete this transaction. The exchange will be treated as a reverse merger for financial reporting purposes.
History of the Spin-Off Company:
On December 1, 2003, the Board of Directors of eCom approved the spin-off of the Company's subsidiaries. On June 4, 2004, the Board of Directors of eCom adopted a resolution to spin off the Company and authorized whatever action necessary to complete this process including acquisitions and mergers. In this regard, the Board included instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer ("FAST"), to the shareholders when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding the foregoing, eCom was not able to pay FAST the amounts required to send out the stock certificates to the shareholders, and therefore, the shares were not is sued. Due to eCom's financial condition, eCom was unable to effectuate the spinoffs. In connection with the spinoffs, eCom owned all outstanding and issued shares of common stock of the Company. By spinning off the Company, eCom distributed the common stock of the Company to eCom's shareholders in proportion to the shares held in eCom as the relevant record date.
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 Title 11, of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Barney A. Richmond and Richard C. Turner. An order for relief was entered by the United States Bankruptcy Court on May 16, 2005. In order to protect the assets of eCom and pursuant to S1106 and S1107 of the United States Bankruptcy Code, on June 2, 2005, interim Chief Executive Officer Richard C. Tu rner, issued the shares of the Spin-Off Companies which were distributed to eCom shareholders of record, as of May 27, 2005. The Spin-Off Companies were: (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii) A Super Deal.com, Inc., and (ix) My ZipSoft, Inc.
Subsequent thereto, eCom caused a registration statement on Form 10-SB to be filed for the Company. On June 6, 2005 an Order was entered by the Honorable Judge Stephen H Friedman, appointing Barney A. Richmond, Chairman of American Capital Holdings, Inc., as Chief Executive Officer of eCom and Richard C. Turner as Chief Financial Officer or eCom and all of the above described subsidiary companies.
On July 18, 2005, the Company received a letter from the Securities and Exchange Commission ("SEC") asking it to provide legal analysis for the "spin-off" share issuance. A copy of this letter is enclosed herein as Exhibit No. 99.1.
In an effort to give the SEC an answer regarding their request for detailed clarification as to the legal analysis of the spin-off companies and to comply with the SEC's request to withdraw each of the above referenced spin-off companies' Form 10SBG12, on August 15, 2005 each spin-off company withdrew their respective July 8, 2005 Form 10SBG12 filings. On August 15, 2005 Barney A. Richmond filed a seventeen (17) page written reply (plus accompanying supporting exhibits) to the SEC outlining the legal basis of the spin offs in response to the SEC's July 18, 2005 inquiry correspondence. A copy of Mr. Richmond's legal analysis is enclosed as Exhibit No. 99.2.
As result of discussions by Debtor eCom's and Plan Proponent ACH's bankruptcy attorneys with the SEC, the following subsidiaries were brought back into the eCom bankruptcy reorganization proceedings: (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii) A Super Deal.com, Inc., and (ix) My ZipSoft, Inc.
On March 20, 2006 a hearing was held regarding "EX-PARTE MOTION FOR RECONSIDERATION OF ORDER DISAPPROVING EMPLOYMENT OF DEBTOR'S AUDITORS NUNC PRO TUNC TO NOVEMBER 29, 2004 AND FOR ENTRY OF AN ORDER APPROVING RETENTION OF AUDITORS", which was Wienseneck & Andres, P.A. A copy of this March 20, 2006 Court transcript is enclosed as Exhibit No. 99.3. An Order was entered approving the retention of Wieseneck & Andres, P.A. as eCom and the subsidiaries' auditors. A copy of this March 21, 2006 Order is appended herein as Exhibit No. 99.4.
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
On August 18, 2006, a Joint Plan of Reorganization was filed by the Debtor, eCom eCom.com, Inc. and Joint Plan Proponent American Capital Holdings, Inc. A copy of this Joint Plan of Reorganization can be viewed at ecomecom.net under the title "Bankruptcy News" by clicking the "read more" link on the August 18, 2006 entry.
On August 25, 2006, a Disclosure Statement was filed by the Debtor, eCom eCom.com, Inc. and Joint Plan Proponent American Capital Holdings, Inc. A copy of this Disclosure Statement can be viewed at ecomecom.net under the title "Bankruptcy News" by clicking the "read more" link on the August 25, 2006 entry. A copy of this Disclosure Statement is appended herein as Exhibit 99.5.
On December 28, 2006 an Order was entered titled "ORDER (I) APPROVING DISCLOSURE STATEMENT*;(II) SETTING HEARING ON CONFIRMATION OF PLAN; (III) SETTING HEARING ON FEE APPLICATIONS;(IV) SETTING VARIOUS DEADLINES; AND (V) DESCRIBING PLAN PROPONENTS' OBLIGATIONS". A copy of this five (5) part Order can be viewed at ecomecom.net under the title "Bankruptcy News" by clicking the "read more" link on the December 28, 2006 entry described as "ORDER (I) APPROVING DISCLOSURE STATEMENT*;(11) SETTING HEARING ON CONFIRMATION OF PLAN; (111) SETTING HEARING ON FEE APPLICATIONS; (IV) SETTING VARIOUS DEADLINES; AND (V) DESCRIBING PLAN PROPONENTS' OBLIGATIONS". A copy of this Order, Disclosure Statement etc. is affixed herein as Exhibit No. 99.6.
On January 3, 2007, Joint Plan Proponent, American Capital Holdings, Inc. and the Debtor, eCom eCom.com, Inc. filed the First Amended Disclosure Statement. A copy of this Disclosure Statement can be viewed at ecomecom.net under the title "Bankruptcy News" by clicking the "read more" link on the January 3, 2006 entry described as First Amended Disclosure Statement. This Disclosure Statement was reviewed by the SEC on numerous occasions (with many comments/suggestions) and was ultimately approved by the Court, which is further described herein and below.
On January 3, 2007, Joint Proponent, American Capital Holdings, Inc. and the Debtor, eCom eCom.com, Inc. filed the First Amended Joint Plan of Reorganization ("The Plan"). A copy of this Plan can be viewed at ecomecom.net under the title "Bankruptcy News" by clicking the "read more" link on the January 3, 2007 entry described as First Amended Joint Plan of Reorganization. A copy of the Plan of Reorganization is appended herein as Exhibit No 99.7.
"Article 1: Definitions" in the Joint Plan states that:
"Subsidiaries" shall mean (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii) A Super Deal.com, Inc., and (ix) My ZipSoft, Inc., unless otherwise referred to individually in the Plan.
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
Article "8.06 Spin-Off of Subsidiaries" in the Joint Plan states:
On December 1, 2003, the board of directors of eCom approved the spinoff of the Subsidiaries. On June 4, 2004, the board of directors of eCom readopted a resolution to spinoff the Subsidiaries and authorized whatever action necessary to complete this process including acquisitions and mergers. In this regard, the board included instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer (FAST), to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding the foregoing, eCom was not able to pay FAST the amounts required to send out the stock certificates to the shareholders and, therefore, the shares were not issued. Due to eCom's financial condition, eCom was unable to effectuate the spinoffs. In connection with the spinoffs, eCom owned all outstanding and issued shares of common stock in th e Subsidiaries. By spinning off the Subsidiaries, eCom distributed the common stock of the Subsidiaries to eCom's shareholders in proportion to the shares held in eCom as of the relevant record date.
On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 of Title 11 of the United States Code. Thereafter, an order for relief was entered by the United States Bankruptcy Court on May 16, 2005. On June 2, 2005, the shares of the Subsidiaries were distributed to eCom shareholders of record, as of May 27, 2005. Subsequent thereto, eCom caused a registration statement on Form 10-SB to be filed for each of the Subsidiaries.
eCom believed that it could effectuate the spinoffs pursuant to the criteria and procedures set forth in the September 16, 1997 Securities and Exchange Commission Staff Legal Bulletin No. 4 issued regarding the applicability of Section 5 of the Securities Act of 1933 (the "Bulletin"). eCom was subsequently advised by the Staff of the Securities and Exchange Commission ("SEC") that the Subsidiaries may not qualify for the spinoff procedures set forth in the Bulletin for a number of reasons, including the facts that (i) there may not have been a valid "business purpose" as defined in the Bulletin, and (ii) the certificates evidencing the shares were distributed prior to having an effective Form 10-SB registration statement available for distribution to shareholders. At the request of the SEC staff, eCom voluntarily withdrew the Form 10-SB registration statements. Form 10-SB registration statements w ill be filed post- Effective Date for each of the Subsidiaries when appropriate transactions are finalized as to each Subsidiary.
Article "8.11 - Restructuring Transactions" in the Joint Plan states: On and after the Effective Date, the Reorganized Debtor or the Subsidiaries may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of its respective businesses, subject to the terms, conditions and restrictions set forth in the Bylaws of, or otherwise applicable to, the Reorganized Debtor or the Subsidiaries. Such restructuring may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the Subsidiaries to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effect the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, dispos ition, liquidation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may b e determined by the Reorganized Debtor or the
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
Subsidiaries to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of the Reorganized Debtor or the Subsidiaries vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting, or acquiring corporation in any such transaction is a successor to the Reorganized Debtor, such surviving, resulting, or acquiring corporation will perform the obligations of the Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against the Reorganized Debtor, as applicable and to the extent necessary.
Notwithstanding the foregoing, it is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their
transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only through a registration statement under the Securities Act of 1933 and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed Restructuring Transaction.
A Confirmation hearing was held on March 12, 2007. In attendance o f the hearing was Ms. Denyese Heffner, representing the United States Department of Justice U.S. Trustee's Office, Mr. Gordon Robinson, Esq. representing the United States Securities & Exchange Commission ("SEC"), Mr. Michael D. Seese, representing eCom eCom.com, Inc. and Mr. Mark W. Fisher, Esq. representing American Capital Holdings, Inc. The result of this hearing was court approval and confirmation for eCom and the subsidiaries Plan of Reorganization. A copy of the court transcript is attached as Exhibit No. 99.8. The Order Confirming the First Amended Joint Plan of Reorganization of Debtor and Joint Plan Proponent American Capital Holdings, Inc., as Modified, was signed by the Honorable Judge Steven H. Friedman on March 23, 2007 and is attached as Exhibit 99.9. This Confirmation Order may also be viewed at the eCom website www.ecomecom.net under the bankruptcy link.
During the period from March 23, 2007 until March, 2008, there was several addi tional status conferences approving professional fees and other U.S Trustee required items necessary to close out the case. During this period, Judge Stephen H. Friedman was not reappointed to the United States Federal Bankruptcy bench and the pending outstanding matters regarding this case was re-assigned to the Honorable Paul G. Hyman, Jr.
The Company got behind with its required SEC filings due to the fact the Company's auditors, Wieseneck & Andres, P.A., had advised management their CPA practice was merging with another firm, which delayed the Company. Wieseneck & Andres, P.A. was and has been the auditor for all of the above described subsidiary companies as well as eCom eCom.com, Inc. and American Capital Holdings, Inc. ("ACH") for many years. Also, management was advised in late December, 2007 by Mr. Thomas B. Andres, CPA that he and his firm had accounting issues with Public Company Accounting Oversight Board ("PCAOB") regardin g an American Capital Holdings, Inc. ("ACH") audit dating back to 2004. Mr. Andres advised us of his situation on or about December 16, 2007. Prior to that date, management did not know about any communications from the PCAOB. Appended herein as Exhibit No. 99.10 is a copy of PCAOB Release No. 104-2005-117, which was issued on October 27, 2005. Management was totally caught off guard as this issue was not disclosed to us for over two (2+) plus years either by Mr. Andres or by the PCAOB.
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
To further add to management's confusion regarding a 2004 audit, there were no comments by the SEC examiners regarding ACH's Form 10SB12G dated May 24, 2004 submitted to the SEC. This May 24, 2004 filing was ruled effective by law on July 24, 2004. This Form 10SB12G included a nine (9) month ACH audit by Wieseneck & Andres, P.A. for the period ending February 29, 2004. Additionally, pursuant to the request of SEC Examiners, on January 11, 2005, ACH filed an Amended Form 10SB12G with the SEC. This Amended Form 10SB12 included a Wieseneck & Andres, P.A. audit dated November 10, 2004, which was for the period ending May 31, 2004. There were no comments from the SEC examiners regarding this audit as well.
Enclosed herewith as Exhibit No. 99.11, is a copy of a January 2, 2008 U.S. Postal Certified Mail No. 7002241000543376468 five (5) page detailed correspondence, from ACH addressed to Mr. Mark W. Olsen, Chairman and Ms. Angela Desmond, Chief of Staff of the PCAOB. This letter had eleven (11) accompanying composite exhibits in support of management's response to the above described PCAOB Release.
On February 15, 2008, Claudius Modesti, the PCAOB's Director of Enforcement and Investigations sent a reply letter to Mr. Barney A. Richmond's letters dated December 17, 2007, January 1, 2008 and January 2, 2008. Ms. Modesti's letter, which is enclosed herein as Exhibit No. 99.12 stated exactly the follo wing:
Dear Mr. Richmond:
"Your recent letters to Chairman Mark W. Olsen and Angela Desmond (dated December 17, 2007, January 1, 2008 and January 2, 2008) concerning American Capital Holdings, Inc. ("ACH") and Wieseneck, Andres & Company, P.A. ("Wieseneck") have been forwarded to my attention: I write to respond to one aspect of your letters. I understand that Gordon Seymour, the PCAOB's General Counsel, will separately respond to another aspect of your letters."
"You refer to potential PCAOB disciplinary action against Wieseneck, and, in connection with that point, you say that you would like to meet with PCAOB staff to discuss aspects of ACH's accounting. PCAOB disciplinary investigations are nonpublic by law and the staff does not disclose, confirm, or deny the existence of particular investigations unless and until they result in a public disciplinary order. In investigating potential auditor misconduct, the staff evaluates evidence gathered from various sources including, where appropriate evidence obtained from an auditor's clients. "In the event that your letters are relevant to issues that we are addressing in any investigation, we will take them into account, and we will follow up to the extent we believe appropriate. While we appreciate your offer to meet and to provide additional documents, we do not at this time see a need for either of those things. If this chang es we will contact you."
Sincerely,
Claudius Modesti / Director
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
On February 15, 2008, Mr. Jay Gordon Seymour, General Counsel for the PCAOB, sent a reply letter to Mr. Barney A. Richmond's December 17, 2007, January 1, 2008 and January 2, 2008 letters. Mr. Seymour's correspondence, which is affixed herein as Exhibit No. 99.13. advised the following:
Dear Mr. Richmond:
"Your recent letters to Chairman Mark W. Olsen and Angela Desmond (dated December 17, 2007, January 1, 2008 and January 2, 2008) concerning American Capital Holdings, Inc. ("ACH") and Wieseneck, Andres & Company, P.A. ("Wieseneck") have been forwarded to my attention: I write to respond to one aspect of your letters. I understand Claudius Modesti, the PCAOB's Director of Enforcement and Investigations, will separately respond to another aspect of your letters."
"You refer to PCAOB Release No. 104-2005-117 ("the Release"), which is the publicly available portion of a PCAOB inspection report on Wieseneck. You suggest that the Release is critical of ACH's accounting in two respects, and you request consideration of your position before the PCAOB takes a position in the matter. Please note that (1) the Release indicates that PCAOB inspectors review audits of two of Wieseneck's ten issuer audit clients, neither which the Release identifies; (2) the Release is not critical of any audit clients' accounting, but instead describes failures by Wieseneck, in two respects, to perform audit procedures necessary for Wieseneck to have a sufficient basis for an audit opinion; and (3) the Release does not assert that both of those auditing failures were present in each of the audits reviewed. In addition, the PCAOB issued the Wieseneck inspection report in October of 2005, and there is no ongoing process with respect to its content."
"Should you have any questions concerning PCAOB processes, please feel free to call me at (202) 207-9034."
Sincerely,
J. Gordon Seymour / General Counsel
After receiving these PCAOB letters dated February 15, 2008, management interpreted the contents at face value, especially Mr. Seymour's declaration which advised:
"Please note that (1) the Release indicates that PCAOB inspectors review audits of two of Wieseneck's ten issuer audit clients, neither which the Release identifies; (2) the Release is not critical of any audit clients' accounting, but instead describes failures by Wieseneck, in two respects, to perform audit procedures necessary for Wieseneck to have a sufficient basis for an audit opinion; and (3) the Release does not assert that both of those auditing failures were present in each of the audits reviewed. In addition, the PCAOB issued the Wieseneck inspection report in October of 2005, and there is no ongoing process with respect to its content."
With respect to the last sentence of the above preceding paragraph, this did not prove to be accurate, which is further described in the below chronological sequence of events.
10
A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
On March 28, 2008 An Order For Final Decree of the eCom bankruptcy case (including the above describe subsidiaries) was entered by the Honorable Judge Paul G. Heyman, Jr. A copy of this Order For Final Decree is affixed herein as Exhibit No 99.14. eCom and all of the spin-off companies began the preparation of the forthcoming Form May 31, 2008 10KSB filings, which were due on August 31, 2008. During this period, management was periodically being advised by Mr. Thomas B. Andres, CPA of W ieseneck & Andres, P.A. that he and his partners were in the process of merging with another firm who he, Mr. Andres, advised was a PCAOB registered accounting firm, which was supposed to be located in Jupiter, Florida.
Notwithstanding, due to matters management was not privy to at the time, things with the proposed merger with a Jupiter based PCAOB registered firm was never consummated. On or about May 29, 2009, management was advised by Mr. Andres that Wieseneck & Andres, P.A. was merging with a New York based accounting firm named Fuoco Group, LLC ("Fuoco") and Fuoco would be the firm taking over all of the companies' audits, including A Super Deal.Com, Inc. During the next several weeks, management focused on preparation of the forthcoming May 31, 2008 10K filings, which required the then forthcoming audits by a PCAOB registered accounting firm. However, in early September, 2009, after reviewing the PCAOB website to check the status of the Fuoco accounting firm, management discovered Fuoco was not a PCAOB registered auditing firm. Management also discovered that Mr. Thomas B. Andres, CPA and his firm, Wieseneck & Andres, P.A. ("the firm") were, individually as well as his accounting firm, were deregistered by the PCAOB on April 22, 2008 via PCAOB Release No.105-2008-001. The result of this PCAOB April 22, 2008 Release No. 105-2008-001 was Mr. Thomas B. Andres and the firm (Wieseneck & Andres, P.A.) could not be affiliated with any PCAOB firm for a period of two (2) years. A copy of the PCAOB Release No. 105-2008-001 is attached herein as Exhibit No. 99.15. Based on the contents contained in the two (2) above described PCAOB letters both dated February 15, 2008 from PCAOB Director Claudius Modesti and PCAOB General Counsel, J. Gordon Seymour, Management was totally blindsided by this discovery. Neither anyone from the PCAOB nor anyone from Wieseneck & Andres, P.A. gave the American Capital Holdings, Inc., eCom or the spin-off companies any type of notice whatsoever about the new 105-2008-001 PCAOB Release, which were the same allegations made in the PCAOB 104-2005-117 Release.
During the remainder of the entire month of September, 2009, management did considerable legal, tax and accounting background research issues regarding the unsupported background facts of the findings stated in the PCAOB Release No 105- 2008-001. Management believes Thomas B. Andres, CPA as well as Wieseneck & Andres, P.A. and the PCAOB entered into this consent order without examining the actual real facts with respect to all applicable Federal IRS Statutes. Additionally, management was unilaterally denied the opportunity to meet with the PCAOB to discuss the issues brought up in PCAOB Release No. 104-2005-117 and was led to believe there was "no ongoing process with respect to its content", as advised in J. Gordon Seymour's February 15, 2008 correspondence. The PCAOB was established via the Sarbanes-Oxley Act as a division within the SEC.
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A SUPER DEAL.COM, INC.
| ITEM 1. | BUSINESS - CONTINUED |
Management believes the intent of Sarbanes-Oxley Act was to provide greater corporate transparency disclosures as well as to provide better public company internal controls, both of which are what the PCAOB is supposed to administer. Management also believes this does not seem to be the case regarding to what appears to be jointly agreed to consent order by Wieseneck & Andres, P.A./Public Company Accounting Oversight Board PCAOB Release No. 105-2008-001 entered into. Again, the contents of PCAOB Release No. 104-2005-117 and PCAOB Release No. 105-2008-001 are basically the same. Management was totally blindsided by this event as we were led to believe the above referenced February 15, 2008 PCAOB letters as described above. Being Wieseneck & Andres, P.A. was the PCAOB approved accounting for all the subsidiary companies referenced above as well the accounting firm was court approved by the United States Bankruptcy Court, the PCAOB disbarment almost put all of the companies out of business as all of the accounting firms management had approached advised they would have to audit all of these companies from inception, which the companies could not afford without a capital infusion. Without clean audits, it is almost impossible to raise equity capital, which caused all the companies to get behind in their financial reporting.
On October 5, 2009, ACH's and the spin-off companies' management sent Thomas B. Andres, CPA, Wieseneck & Andres, P.A. a thirty two (32) page letter via U.S. Postal Certified Mail No. 70071490000054486599, which was accompanied with thirty one (31) exhibits illustrating the proper facts supporting all of the companies' legal positions. A copy of this letter and its thirty one (31) supporting exhibits are attached herein as Composite Exhibit No. 99.16.
On October 14, 2009 Richard Turner had a conversation with Mr. Thomas B. Andres about setting up a meeting, which Mr. Andres initially agreed to. Mr. Turner sent an October 14, 2009 confirmation letter as well, which copy is affixed herein as Exhibit No. 99.17. On October 19, 2009, Mr. Andres wrote a reply letter advising Mr. Turner, based on advice of his legal counsel, that Mr. Andres could not have further conversations with Mr. Turner or the companies "until such a time we (he and his firm) are appropriately advised by our council". Mr. Andres further stated "You will be appropriately informed when that happens". To this date, Mr. Andres has refused to meet with management.
On November 4, 2009, Management sent Mr. Andres another five (5) page letter via United States Postal Certified Mail No. 70072410000543376482 (RETURN RECEIPT REQUESTED), accompanied by ten (10) supporting exhibits. This letter pointed out many problems/damages caused by Mr. Andres' firm as well as requested the name of Wieseneck & Andres, P.A. errors and omissions insurance carrier. So far, in what management believes is sign of bad faith, Wieseneck & Andres, P.A. and Fuoco Group, LLC has refused to provide the companies this information. The companies are planning to file suit against Wieseneck & Andres, P.A., Fuoco Group, LLC as well as a claim against their respective insurance carrier(s).
On August 5, 2010 the companies entered into a new audit engagement with a PCAOB registered accounting firm known as D. Brooks and Associates CPA's, P.A.
Due to the above described PCAOB transactions and the March 28, 2008 Bankruptcy Court Order of Final Decree we are requesting a waiver of the prior auditor consent requirement pursuant to SEC Regulation C Rule 47.
The Company's main office is located at 601 Seafarer Circle, Suite 402, Jupiter, Florida 33477, and the telephone number is (561) 249.1354.
For complete bankruptcy proceedings and filings see the ecomecom.net web site and click on "Bankruptcy News Information"towards the top of the web page.
The Company does not have any off-balance sheet arrangements.
EMPLOYEES: The Company does not have any employees.
12
| ITEM 1A. | RISK FACTORS |
RISK FACTORS. The Company's business is subject to numerous risk factors, including the following:
NO OPERATING REVENUES. The Company has had no recent revenues or earnings from operations. The Company will sustain operating expenses without corresponding revenues. This will result in the Company incurring net operating losses until it can realize profits from the business ventures it intends to acquire.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the Company's proposed plan of operation will depend primarily on the success of the Company's business operations. While the Company intends to try to run these operations profitably there can be no assurance that the Company will be successful or profitable.
SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. Realization of the business' perceived potential will require significant capital. If the Company is not able to raise the funds to provide this capital, or to otherwise locate the required capital for the business, the company may never attain profitability.
LIMITED TIME COMMITMENT OF MANAGEMENT. While developing the Company's business plan, seeking business opportunities, and providing managerial resources, management will not be devoting its full time and efforts to the Company and will depend on other operational personnel. The Company's directors and officers have not entered into written employment agreements with the Company and they are not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officers and directors. Notwithstanding the limited time commitment of management, loss of the services of these individuals would adversely affect development of the Company's business and its likelihood of continuing operations.
CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist from time to time between the Company and its officers and directors. They have other business interests to which they devote their attention, and they will continue to do so. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with the fiduciary duties of management to the Company.
NO PUBLIC MARKET CURRENTLY EXISTS. There is currently no public market for the Company's common stock. There can be no assurance that a market will in fact develop at any time, or that a shareholder ever will be able to liquidate his investment without considerable delay. If a market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors" section may have a significant impact upon the market price of the Company's stock.
13
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
The Company does not own any real property. As of May 31, 2010, the Company was located at 601 Seafarer Circle, Suite 402, Jupiter, Florida 33477. As of May 31, 2008 the company was located at 1016 Clemmons St, Suite 302, Jupiter Florida, consisting of approximately 1,277 square feet of office space which was provided by a related party on a month to month basis.
| ITEM 3. | LEGAL PROCEEDINGS |
None
| ITEM 4. | (REMOVED AND RESERVED) |
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market for Common Stock: There is currently no trading market for the Company's Common Stock and there can be no assurance that any trading market will ever develop or, if such a market does develop, that it will continue.
Security Holders: The Company has approximately 5,000 shareholders. The Company does not have any shares subject to options, or any other securities convertible into shares of the Company's common stock.
Dividends: There have been no cash dividends declared or paid since the Company was formed, and no dividends are contemplated to be paid in the foreseeable future.
14
| ITEM 6. | SELECTED FINANCIAL DATA |
None
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Revenue for the year ended May 31, 2010 and for the year ended May 31, 2009 was $0.
Total operating expenses for the year ended May 31, 2010 was $20,750 compared to $20,653 for the year ended May 31, 2009.
Administrative expense $20,750 in fiscal year 2010 versus $20,653 in 2009 were the result of the company focusing its efforts towards keeping the Company current with rent, transfer work, and other administrative costs.
The operations for the year ended May 31, 2010 resulted in a net loss of $20,750 versus a net loss of $20,653 recorded in the year ended May 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
| May 31, 2010 | May 31, 2009 | Period from March 28 2008 Date of Bankruptcy Effectiveness Through May 31 2010 | |||||||||
Net cash provided by operating activities | $ | 0 | $ | (3 | ) | $ | (3 | ) | ||||
Net cash provided by (used in) investing activities | --- | --- | --- | |||||||||
Net cash (used in) provided by financing activities | --- | --- | --- | |||||||||
Net increase (decrease) in cash | 0 | (3 | ) | (3 | ) | |||||||
Cash at end of period | 0 | 0 | 0 | |||||||||
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We have not entered into any financial derivative instruments that expose us to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.
15
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The page numbers for the financial statement categories are as follows:
16
REPORTOFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders A SUPER DEAL.COM, INC. (A Development Stage Company) Jupiter, Florida
We have audited the accompanying balance sheets of A Super Deal.com, Inc. (A Development Stage Company), as of May 31, 2010 and 2009, and the related statements of operations and cash flows for the twelve months ended May 31, 2010 and 2009 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2010, and statement of changes in stockholders' deficit for the period from March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2010. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards established by 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. 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 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 A Super Deal.com, Inc. (A Development Stage Company), as of May 31, 2010 and 2009 and the results of its operations and cash flows for the twelve months ended May 31, 2010 and 2009 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2010, and the statement of changes in stockholders' deficit from March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
/s/ D. Brooks and Associates CPA's, P.A.
West Palm Beach, Florida
September 9, 2010
F-2
(A Development Stage Company)
BALANCE SHEETS
| May 31, | |||||||
| 2010 | 2009 | ||||||
Assets | |||||||
| |||||||
Total Assets | $ | 0 | $ | 0 | |||
Liabilities and Stockholders' Deficit | |||||||
Current Liabilities | |||||||
Accounts payable | $ | 1,100 | $ | 550 | |||
Shareholder loans | 150 | 150 | |||||
Total current liabilities | 1,250 | 700 | |||||
Total liabilities | 1,250 | 700 | |||||
Commitments and Contingencies | |||||||
| |||||||
Stockholders' Deficit: | |||||||
Common stock, $.01 par value; 100,000,000 shares authorized; 35,928,665 and 33,908,665 shares issued and outstanding at May 31, 2010 and 2009 respectively | 359,287 | 339,087 | |||||
Par Value in Excess of Reorganization Value | (310,759 | ) | (310,759 | ) | |||
Deficit accumulated during the development stage | (49,778 | ) | (29,028 | ) | |||
Total stockholders' deficit | (1,250 | ) | (700) | ||||
Total liabilities and stockholders' deficit | $ | 0 | $ | 0 | |||
The accompanying notes are an integral part of these financial statements.
F-3
(A Development Stage Company)
STATEMENTS OF OPERATIONS
| Years Ended May 31, | Period from March 28, 2008 (Date of Bankruptcy Effectiveness) Through May 31, 2010 | |||||||||||
| 2010 | 2009 | |||||||||||
Net Sales | $ | 0 | $ | 0 | &n bsp; | $ | 0 | |||||
Cost of Sales | 0 | 0 | 0 | |||||||||
Gross Profit | 0 | 0 | 0 | |||||||||
Operating expenses: | ||||||||||||
General & administrative (1) | 20,750 | 20,653 | 49,778 | |||||||||
| ||||||||||||
Total operating expenses | 20,750 | 20,653 | 49,778 | |||||||||
| ||||||||||||
| Loss from operations | (20,750 | ) | (20,653 | ) | (49,778 | ) | ||||||
Net loss | $ | (20,750 | ) | $ | (20,653 | ) | $ | (49,778 | ) | |||
Basic and Diluted | ||||||||||||
Net loss per common share | $ | (.001 | ) | $ | (.001 | ) | $ | (.001 | ) | |||
| ||||||||||||
Weighted-average shares outstanding: | 34,671,007 | 32,651,007 | 33,453,681 | |||||||||
(1) Includes stock based compensation of $20,200, $20,000 and $48,525, respectively.
The accompanying notes are an integral part of these financial statements.
F-4
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
| Common Stock | Par Value in Excess of Reorganization Value | Deficit Accumulated During the Development Stage | Total Stockholders' Equity (Deficit) | ||||||||||||||||||||
| Number of Shares | at Par Value $.01 | ||||||||||||||||||||||
Balance March 28, 2008 (Date of Bankruptcy Effectiveness) | 31,076,165 | $ | 310,762 | $ | (310,759) | $ | 0 | $ | 3 | ||||||||||||||
Issuance of common stock for services | 812,500 | 8,125 | 0 | 0 | 8,125 | ||||||||||||||||||
Net loss 2008 | 0 | 0 | 0 | (8,375 | ) | (8,375 | ) | ||||||||||||||||
Balance May 31, 2008 | 31,888,665, | 318,887 | (310,759 | ) | (8,375 | ) | (247 | ) | |||||||||||||||
Issuance of common stock for services | 2,020,000 | 20,200 | 20,200 | ||||||||||||||||||||
Net loss 2009 | 0 | 0 | 0 | (20,653 | ) | (20,653 | ) | ||||||||||||||||
Balance May 31, 2009 | 33,908,665 | 339,087 | (310,759 | ) | (29,028 | ) | (700 | ) | |||||||||||||||
Issuance of common stock for services | 2,020,000 | 20,200 | 20,200 | ||||||||||||||||||||
Net loss 2010 | 0 | 0 | 0 | (20,750 | ) | (20,750 | ) | ||||||||||||||||
Balance May 31, 2010 | 35,928,665 | $ | 359,287 | $ | (310,759 | ) | $ | (49,778 | ) | $ | (1,250 | ) | |||||||||||
The accompanying notes are an integral part of these financial statements.
F-5
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
| Years Ended May, 31 | Period from March 28 2008 (Date of Bankruptcy Effectiveness) Through May 31, 2010 | |||||||||||
| 2010 | 2009 | |||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (20,750 | ) | $ | (20,653 | ) | $ | (49,778 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Stock-based compensation | 20,200 | 20,200 | 48,525 | |||||||||
Changes in operating assets and liabilities | ||||||||||||
Increase in accounts payable and accrued expenses | 550 | 450 | 1,250 | |||||||||
Net cash provided by operating activities | 0 | (3 | ) | (3 | ) | |||||||
Net decrease in cash | 0 | (3 | ) | (3 | ) | |||||||
Cash at beginning of period | 0 | 3 | 3 | |||||||||
Cash at end of period | $ | 0 | $ | 0 | $ | 0 | ||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||||||
Interest paid | $ | 0 | $ | 0 | $ | 0 | ||||||
Income taxes paid | $ | 0 | $ | 0 | $ | 0 | ||||||
The accompanying notes are an integral part of these financial statements.
F-6
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note A. Description of Business
A Super Deal.com, Inc. (the "Company" or "A Super Deal")was incorporated in the State of Florida on March 1, 2004 as a wholly owned subsidiary of eCom eCom.com, Inc. ("eCom").
A Super Deal.com's core business was the marketing of guaranteed authentic hand-signed sports memorabilia.
Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin off A Super Deal.com into a independent company in the belief that the independent company, with a distinct business, would be better able to obtain necessary funding and develop their business plans.
On June 4, 2004, the Board of Directors of eCom eCom.com, Inc., approved the spin-off of A Super Deal.com.
eCom eCom.com, Inc. spun off A Super Deal.com, Inc. on June 4, 2004.
As a result of the emergence of A Super Deal.com, Inc. (Prior Super Deal) from operating under Chapter 11 of the United States Bankruptcy Code on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior Super Deal pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.
On July 8, 2010, the Company entered into an agreement to exchange, upon the completion of certain activities by the Company as defined in the agreement, 83% of its common stock for certain intellectual property that will allow the Company to produce various commodities through the process of biomass transformation. The Company has yet to complete this transaction. The exchange will be treated as a reverse merger for financial reporting purposes.
Note B. Summary of Significant Accounting Policies
BASISOF PRESENTATION
The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
STOCK-BASEDCOMPENSATION
The accounting for common stock issued for services was based on the estimated fair value of the common stock issued as of the grant date. Because there is no market for the Company's common stock and no operations, the Company recorded the issuance of common stock for services at Par Value, which approximated the value of services received.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A Valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.
The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at May 31, 2010. The Company's U.S. Federal and state income tax returns prior to fiscal year May 31, 2007 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets.
F-7
NET LOSSPERCOMMONSHARE
Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. We has not issued any instruments resulting in potential common shares outstanding.
RECENTLY ISSUEDACCOUNTINGSTANDARDS
In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168,The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes theFASB Accounting Standards Codification TM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with "FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU").
In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1,Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards.
Certain of the following pronouncements were issued prior to the issuance of the ASC and adoption of the ASUs. For such pronouncements, citations to the applicable Codification by Topic, Subtopic and Section are provided where applicable in addition to the original standard type and number.
In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06, "improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820 "Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions.
In June 2009, the FASB issued additional guidance under ASC 860 "Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's fi rst annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures.
In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855 "Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
F-8
Note C. Involuntary Reorganization under Chapter 11
The Plan of Reorganization became effective and the Company emerged from Chapter 11 reorganization proceedings on March 28, 2008 (the "Reorganization Effective Date"). On the Reorganization Effective Date, the Company implemented fresh-start reporting in accordance with American Institute of Certified Public Accounts Statement of Position 90-7: Financial Reporting by Entities in Reorganization under the Bankruptcy Code ("SOP 90-7").
All conditions required for the adoption of fresh-start reporting were met upon emergence from the reorganization Proceedings on the Reorganization Effective Date. As a result, the fair value of the Prior Super Deal assets became the new basis for the Company's statement of financial position as of the Fresh-Start Adoption Date, and all operations beginning on or after March 28, 2008 are related to the Successor Company.
As a result of the application of fresh-start reporting, the financial statements prior to and including March 28, 2008 represent the operations of the Prior Super Deal and are not comparable with the financial statements for periods on or after March 28, 2008. References to "New Super Deal" refer to the Company on or after March 28, 2008, after giving effect to the application of fresh-start reporting. References to the "Prior Super Deal" refer to the Company prior to and including March 28, 2008.
Note D. Income Taxes
No provision for federal and state income taxes has been recorded because the Company has incurred net operating losses since inception. The Company's net operating loss carryforward as of May 31, 2010 totals approximately $374,000. These carry forwards, which will be available to offset future taxable income, expire beginning in May 31, 2024 and last until May 31, 2029.
The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved.
Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had cumulative net operating loss carry-forwards for income tax purposes at May 31, 2010 of approximately $374,000, expiring through May 31, 2029. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.
Note E. Related Party Transactions
The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc., a company that is related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company in the twelve months ended May 31, 2010 and 2009 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2010 is approximately $20,000 and 420,000 and $48,000, respectively.
These expenses were paid with the issuance of 2,020,000, 2,020,000 and 4,852,500 shares of common stock for the twelve months end May 31, 2010 and 2009, and for the period from March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2010, respectively. Because there is no market for the Company's common stock and the Company has no assets or operations, shares were valued at par value of $.01 per share, which approximated the value of services received.
Note F. Subsequent Events
On July 8, 2010, the Company entered into an agreement to exchange, upon the completion of certain activities by the Company as defined in the agreement, 83% of its common stock for certain intellectual property that will allow the Company to produce various commodities through the process of biomass transformation. The Company has yet to complete this transaction.
F-9
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
During the last two fiscal years, the Company has not had any disagreements with its accountants. On August 5, 2010, the Company appointed D. Brooks and Associates CPA's, P.A. as its independent auditor.
| ITEM 9A(T). | CONTROLS AND PROCEDURES |
(a) DISCLOSURE CONTROLSAND PROCEDURES
Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") are properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information to a registrant's management, including its principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosures.
(b) CEO AND CFO CERTIFICATIONS
Attached as Exhibit 31.1 and 31.2 to this annual report are certifications by our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This portion of our quarterly report describes the results of our controls evaluation referred to in those certifications.
(c) OUR EVALUATIONOF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of A Super Deal's disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO. Based on the evaluation as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
(d) CHANGESIN INTERNAL CONTROLOVER FINANCIAL REPORTING
There were no changes to our internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report.
(e) INHERENT LIMITATIONSONEFFECTIVENESSOF CONTROLS
We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error 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.
| ITEM 9B. | OTHER INFORMATION |
None.
25
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The following individuals are our executive officers and the members of our board of directors. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his or her successor is elected and qualified. Our by-laws permit the board of directors to fill any vacancy and such director may serve until the next annual meeting of stockholders or until his or her successor is elected and qualified. The board of directors elects officers annually and their terms of office are at the discretion of the board.
Name | Age | Positions Held | ||||
Barney A. Richmond | 58 | Chairman / President / Secretary / Director | ||||
Richard C. Turner | 50 | Treasurer / Director |
Barney A. Richmond has been President and a Director of the Company since February 2005. From 1985 to the present, Mr. Richmond has been an independent advisor and investor in assisting companies, as well as individuals, regarding public offerings, mergers, reverse mergers and a variety of corporate financing issues. Mr. Richmond has also been an investor in numerous reorganizations and business turnarounds, including many substantial bankruptcy reorganizations. Mr. Richmond has been a member of the Boards of Directors of the Richmond Company, Inc., Benny Richmond, Inc., 877 Management Corporation, King Technologies, Inc., King Radio Corporation, United States Financial Group, Inc., JSV Acquisition Corporation, Chase Capital, Inc., Berkshire International, Inc. and Dunhall Pharmaceuticals, Inc.
Richard C. Turner has been Treasurer and Director of the Company since February 2005. From September 1990, until May 2001, Mr. Turner was employed as an accountant by Glenn G. Schanel, CPA, where he was responsible for corporate and individual tax returns, business write-up services, and business consulting services, including computer and database management. Prior to 1990, Mr. Turner was Vice President of Finance at First American Bank, Lake Worth, Florida, reporting, budgeting and cost accounting.
Our Board of Directors has determined that we have at least one financial expert, Richard C. Turner, serving on our audit committee. Since Mr. Turner is an officer of the Company, as well as a director, he is not considered independent.
A Code of Ethics that applies to our chief executive and senior financial officers, as well as a Code of Business Conduct and Ethics that applies to all employees, have been drafted and presented to our Board of Directors for review. Both Codes will be considered for adoption by the Board of Directors at its next meeting.
| ITEM 11. | EXECUTIVE COMPENSATION |
No other executive officer currently receives compensation from the Company..
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
As of the date of this filing, there are a total of 35,928,665 shares of the Company's stock outstanding, all of which are common stock. The table below shows the number of shares of common stock held by (a) each director and executive officer of the Company, (b) the directors and executive officers of the Company as a group, and (c) each person known by us to be the beneficial owner of more than 5% of the Company's outstanding stock.
Name and Address | Number of Shares Owned | % of Shares Outstanding | ||
Barney A. Ric hmond, Director & President (1) | 4,528,339 | 12.6% | ||
Jupiter, FL | ||||
| Richard C. Turner, Director, Treasurer (2) | 378,466 | 1.1% | ||
| Palm Beach Gardens, FL | ||||
| United States Financial Group, Inc. | 4,965,305 | 13.8% | ||
| Jupiter, FL | ||||
| American Capital Holdings, Inc. | 14,857,378 | 41.4% | ||
| Jupiter, FL |
| |||
| --------------- | ------------ | ||
| All Directors & Executive Officers as a group | 4,906,805 | 13.7% | ||
| (2 persons) |
|
(1) Includes a stock dividend of 4,528,339 shares distributed on August 11, 2006 by American Capital Holdings based on Mr. Richmond being a Shareholder of Record on May 31, 2005, August 31, 2005, November 30, 2005 and February 28, 2006.
(2) Includes a stock dividend of 131,272 shares distributed on August 11, 2006 by American Capital Holdings based on Mr. Turner being a Shareholder of Record on May 31, 2005, August 31, 2005, November 30, 2005 and February 28, 2006.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
There have been no transactions, and there are no proposed transactions, between the Company and any of its Directors, executive officers or beneficial owners of five percent or more of the Company's Common Stock, or any member of their immediate families, as to which the Director, officer, beneficial owner, or family member had a material interest.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Audit Fees. The aggregate fees billed to the Company for professional services rendered for the audit of the Company's annual financial statements, review of the Company's quarterly financial statements, and other services normally provided in connection with statutory and regulatory filings or engagements was $0 for the fiscal year ended May 31, 2010, and $0 for the fiscal year ended May 31, 2009. Audit fees for the years ending May 31, 2010 and 2009 will be paid during the fiscal year ending May 31, 2012 as new registered auditors are retained.
Other Fees. Other fees billed to the Company by accountants for consultation services, research and client assistance totaled $0 for the fiscal year ended May 31, 2010, and $0 for the fiscal year ended May 31, 2009.
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| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
ITEM NO. | DESCRIPTION OF EXHIBIT | |
| 3.1 | Articles of Incorporation of the Company filed March 1, 2004 (incorporated by reference to the Company's Form 10SB) | |
| 3.2 | Bylaws of the Company (incorporated by reference to the Company's Form 10SB) | |
| 31.1 | Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CEO | |
| 31.2 | Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CFO | |
| 32 | Section 1350 Certificat ion | |
| 99.1 | July 18, 2005 letter from the Securities and Exchange Commission asking A Super Deal.com to provide legal analysis for their "spin-off" share issuance. (1) | |
| 99.2 | August 15, 2005 legal analysis from Barney A. Richmond Filed in response to the SEC July 18, 2005 letter. (1) | |
| 99.3 | Transcript of March 20, 2006 Confirmation Hearing of debtor eCom eCom.com, Inc. (1) | |
| 99.4 | Order dated March 21, 2006 approving employment of Debtor's Auditors to November 29, 2004. (1) | |
| 99.5 | Disclosure Statement was filed by the Debtor, eCom eCom.com, Inc. and Joint Plan Proponent American Capital Holdings, Inc. dated August 25, 2006. (1) | |
| 99.6 | Order dated December 28, 2006 approving Disclosure Statement, setting a hearing date on plan confirmation and setting hearings on fee applications. (1) | |
| 99.7 | First Amended Joint Plan of Reorganization filed on January 3, 2007 by American Capital Holdings and eCom. (1) | |
| 99.8 | Transcript of March 12, 2007 Confirmation Hearing of debtor eCom eCom.com, Inc. (1) | |
| 99.9 | Order dated March 23, 2007 confirming the First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings Inc. (1) | |
| 99.10 | PCAOB Release No. 104-2005-117, dated October 27, 2005. (1) | |
| 99.11 | Correspondence from American Capital Holdings, Inc. addressed to Mr. Mark W. Olsen, Chairman and Ms. Angela Desmond, Chief of Staff of the PCAOB. (1) | |
| 99.12 | Letter dated February 15, 2008 from Claudius Modesti, the PCAOB's Director of Enforcement and Investigations. (1) | |
| 99.13 | Letter dated February 15, 2008 by Jay Gordon Seymour, General Counsel for the PCAOB to Mr. Barney A. Richmond (1) | |
| 99.14 | March 28, 2008 Order For Final Decree of the eCom bankruptcy case (including the above describe subsidiaries). (1) | |
| 99.15 | PCAOB Release No. 105-2008-001 dated April 22, 2008 (1) | |
| 99.16 | Letter from ACH and the spin-off companies to Thomas B. Andres, CPA, Wieseneck & Andres, P.A. dated October 5, 2009. (1) | |
| 99.17 | Mr. Turner's October 14, 2009 confirmation letter to Thomas Andres (1) |
(1) Incorporated by reference to Form 10-K for the year ended May 31, 2008. (SEC accession number 0001321507-10-000006)
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Jupiter, Florida, on September 9, 2010.
| A SUPER DEAL.COM, INC. (Registrant) | ||
By | /s/ RICHARD C. TURNER | |
Richard C. Turner CHIEF FINANCIAL OFFICER AND TREASURER [PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER] | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ BARNEYA. RICHMOND Barney A. Richmond | President, Chief Executive Officer and Director (principal executive officer) | September 9, 2010 | ||
/S/ RICHARD C. TURNER Richard C. Turner | Treasurer, Chief Financial Officer and Director (principal financial officer and principal accounting officer) | September 9, 2010 | ||
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