TABLE OF CONTENTS
PART I | Page |
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Item 1. Business | 3 |
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Item 1A. Risk Factors | 5 |
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Item 2. Properties | 7 |
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Item 3. Legal Proceedings | 7 |
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Item 4. Submission of Matters to a Vote of Security Holders | 7 |
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PART II | |
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Item 5. Market for Common Equity, Related Stockholder Matters | 8 |
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Item 6. Selected Financial Data | 8 |
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
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Item 8. Financial Statements and Supplementary Data | 13 |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 14 |
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Item 9A. Controls and Procedures | 14 |
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Item 9B. Other Information | 15 |
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PART III | |
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Item 10. Directors, Executive Officers and Corporate Governance | 15 |
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Item 11. Executive Compensation | 17 |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 18 |
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Item 13. Certain Relationships and Related Transactions and Director Independence | 19 |
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Item 14. Principal Accounting Fees and Services | 19 |
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PART IV | |
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Item 15. Exhibits, Report 8-K and Financial Statement Schedules | 20 |
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Financial Statements | F-1 to F-9 |
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Signatures | 21 |
PART I
The following discussion should be read in conjunction with the Company’s audited financial statements and notes thereto and Item 6 included herein. In connection with, and because the Company desires to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumpti ons that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company’s behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.
Item 1. Description of Business
(a) Business Development
Claire Coast Corporation (the "Company" or the "Registrant"), is a Nevada corporation. We were organized under the laws of the State of Colorado on September 1, 2005 to engage in any lawful corporate undertaking, including selected mergers and acquisitions. We reincorporated under the laws of the State of Nevada on December 27, 2007.
Our only activity to date has been to attempt to locate and negotiate with a business entity for the merger of that target company into our Company. We are now also evaluating proposals for start-up entities as well as investments/loans in/to private companies for a greater than normal return because of a higher level of risk involved.
Unless the context indicates otherwise, references hereinafter to the "Company", "we", "us" or "Claire Coast" include Claire Coast Corporation, a Colorado corporation. Our principal place of business is 3011 Yamato Rd, A-17, Boca Raton, Florida 33434, and our telephone number at that address is (561) 988-9662.
(b) Business of the Company
The Company is a start-up, development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy focused on locating a reverse merger candidate. In 2007 the Company decided to expand this business plan and seek different plans that are for start-up types of entities with sound plans or simple investments/loans in/to private companies that also have sound operations/plans but are in need of capital and which present better than average rates of return on such investment/loan. The Company's auditors have issued a going concern opinion in our audited f inancial statements for the fiscal year ended September 30, 2009. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are anticipated until it begins removing and selling minerals. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. In the event we raise cash, we will likely use such funds to develop an new business plan, which is as yet undetermined We do not plan at this time to use any capital raised for the purchase or sale of any plant or significant equipment. In February 2007, the Company entered into a promis sory note with a third party, convertible into common stock at the discretion of the lender, for $1,000,000, to be invested at the rate of $100,000 per month upon the Company either entering into an agreement for a reverse merger or the Company adopting and beginning a viable business plan. Consequently, there is substantial doubt about the Company's ability to continue as a going concern, notwithstanding this funding just described. In December 2009, the holder of the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock effective upon the Company amending its articles of incorporation to authorize preferred stock.
The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
Employees
As of September 30, 2009, the Company employed no full time and no part time employees. None of the Company's employees are represented by labor unions. The Company believes its relationship with employees is excellent and does not believe that unionization is likely to happen. We anticipate hiring additional employees over the next twelve months if we are successful in implementing a new plan of operations.
Available Information
Information regarding the Company's annual reports on Form 10-K (or 10-KSB), quarterly reports on Form 10-Q (or 10-QSB), current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission. Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
You should consider each of the following risk factors and any other information set forth in this Form 10-K and the other Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company’s business and financial condition, results or prospects could be harmed.
Risks Associated With the Company’s Prospective Business And Operations
The Company lacks meaningful operating history and will require substantial capital if it is to be successful. We will require additional funds for our operations.
The Company has a very limited operating history upon which an evaluation of its future success or failure can be made. At this stage in the Company's development, it cannot be predicted how much financing will be required to accomplish its objectives.
The Company needs to raise funds in order to initiate any business plan and cover operating deficits for the foreseeable future. The Company presently does not have any revenues, nor does it anticipate operating income in the near future. No assurances can be given that the Company will be able to obtain the necessary funding remain in operation. The inability to raise additional funds will have a material adverse affect on the Company's business, plan of operation and prospects.
The Company's success is dependent upon a limited number of people.
The Company's business will be harmed if it is unable to manage growth.
The Company's business may experience periods of rapid growth that will place significant demands on its managerial, operational and financial resources. In order to manage this possible growth, the Company must continue to improve and expand its management, operational and financial systems and controls. The Company will need to expand, train and manage its employee base. No assurances can be given that the Company will be able to timely and effectively meet such demands. The Company's officers and directors may have conflicts of interest and do not devote full time to the C ompany's operations. In addition, the Company's officers do not devote full time to the Company's operations. Until such time that the Company can afford executive compensation commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially able to engage its officers on a full time basis.
Increased Costs Could Affect Profitability
Costs frequently are subject to variation from one year to the next due to a number of factors. A material increase in costs at any significant level could have a significant effect on the Company's profitability.
Government regulation or changes in such regulation may adversely affect the Company's business.
The Company has and will, in the future, engage experts to assist it with respect to its operations. No assurances can be given that it will be successful in its efforts. Uncertainty and new regulations and rules could increase the Company's cost of doing business or prevent it from conducting its business.
Occurrence of Events for Which We Are Not Insured May Affect Our Cash Flow and Overall Profitability
The Company does not maintain insurance policies to protect against certain risks related to our operations because of the high premiums associated with insuring those risks. In other cases, insurance may not be available for certain risks. The Company does not maintain insurance policies against political risk. The occurrence of events for which the Company is not insured may affect our cash flow and overall profitability.
Risks Related to the Company’s Common Stock
The Company does not expect to pay dividends in the foreseeable future. The Company has never paid cash dividends on its common stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.
“Penny stock” rules may make buying or selling the common stock difficult and severely limit their market and liquidity. Trading in the Company’s common stock is subject to certain regulations adopted by the SEC commonly known as the “Penny Stock Rules”. The Company’s common stock qualifies as penny stock and is covered by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional sales practice requirements on broker/dealers who sell the Company’s common stock in the market. The “Penny Stock” rules govern how broker/dealers can deal with their clients and “penny stock”. For sales of the Company’s common stock, the broker/dealer must make a special suitability determination and receive from clients a written agreement prior to making a sale. The additional burdens imposed upon broker/dealers by the “penny stock” rules may discourage broker/dealers from effecting transactions in the Company’s common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling Echo common stock and may cause the price of the common stock to decline.
Although eligible to be publicly traded, the Company's common stock has substantially less liquidity than the average trading market for a stock quoted on other national exchanges, and our price may fluctuate dramatically in the future, once we begin trading. Although the Company's common stock is eligible to be listed for trading on the Over-the-Counter Electronic Bulletin Board, the trading market in the common stock has substantially less liquidity than the average trading market for companies quoted on other national stock exchanges. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Due to limited trading volume, the market price of the Company's common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company's performance. General market price declines or overall market volatility in the future could adversely affect the price of the Company's common stock, and the current market price may not be indicative of future market prices.
Item 2. Description of Property
The Company’s current executive offices are at 3011 Yamato Rd., Suite A-17, Boca Raton, Florida 33424. The property consists of approximately 100 square feet of finished office space. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our shareholder. We believe that the foregoing space is adequate to meet our current needs and anticipate moving our offices during the next twelve (12) months if we are able to execute a new business plan.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of our shareholders, through the solicitation of proxies or otherwise during the fourth quarter of our fiscal year ended September 30, 2009, covered by this report.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) Market Information. Our common stock, $0.001 par value per share (the "Common Stock"), is eligible to be traded on the OTC Bulletin Board market, but no trading symbol has been assigned. Our common stock is expected to be traded sporadically for a time once we begin trading and no established liquid trading market currently existence we are not yet trading.
(b) Holders. As of September 30, 2009, there were approximately thirty (30) holders of record of our common stock, which excludes those shareholders holding stock in street name.
(c) Dividend Policy. We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
(d) Equity Compensation Plans. We have not authorized any compensation plans (including individual compensation arrangements) under which our equity securities have been authorized for issuance as of the end of the most recently completed fiscal year ended September 30, 2009. We have not authorized any such plan for the fiscal year ended September 30, 2009.
Recent Sales of Unregistered Securities.
We did not sell any securities during the period covered by this report that were not registered under the Securities Act of 1933, as amended.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Discussion and Analysis
The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.
FOR THE YEAR ENDED SEPTEMBER30, 2009 AND 2008
Overview
The Company is a start-up, development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy focused on locating a reverse merger candidate. In 2007 the Company decided to expand this business plan and seek a different plans that are for start-up types of entities with sound plans or simple investments/loans in/to private companies that also have sound operations/plans but are in need of capital and which present better than average rates of return on such investment/loan. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended September 30, 2009. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are anticipated until it begins removing and selling minerals. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. In the event we raise cash, we will likely use such funds to develop an new business plan, which is as yet undetermined We do not plan at this time to use any capital raised for the purchase or sale of any plant or significant equipment. In February 2007, the Company entered into a promissory note with a third party, conve rtible into common stock at the discretion of the lender, for $1,000,000, to be invested at the rate of $100,000 per month upon the Company either entering into an agreement for a reverse merger or the Company adopting and beginning a viable business plan. Consequently, there is substantial doubt about the Company's ability to continue as a going concern, notwithstanding this funding just described. In December 2009, the holder of the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock effective upon the Company amending its articles of incorporation to authorize preferred stock.
The Company’s 2008 Balance Sheet was restated in this filing. The Company’s new management reviewed the previous management’s accounting treatment of the current asset Promissory Notes Receivable and the corresponding current liability Demand Convertible Note payable and feels the treatment was not in accordance with the best Generally Accepted Accounting Principles. New management has restated the statements, in accordance with what it feels is better Generally Accepted Accounting Principles.The 2008 statements were also restated to correct an error in the reporting of the equity section. The 2008 Balance sheet failed to report the reorganization referred to in Note 2.
The restatement resulted in the following changes: |
| | From | | | To | |
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Promissory Notes Receivable | | $ | 1,000,000 | | | $ | 0 | |
Total Current Assets | | $ | 1,000,000 | | | $ | 0 | |
Total Assets | | $ | 1,000,000 | | | $ | 0 | |
Demand Convertible Notes Payable | | $ | 1,000,000 | | | $ | 0 | |
Total Current Liabilities | | $ | 1,000,000 | | | $ | 0 | |
Common Stock | | $ | 10,387 | | | $ | 1,076 | |
Additional Paid in Capital in Excess of Par | | $ | 0 | | | $ | 9,311 | |
Total Liabilities and Stockholders’ Equity | | $ | 1,000,000 | | | $ | 0 | |
Results of operations
For the twelve months ended September 30, 2009 and 2008, we had no operations, other than the expenses to bring the Company current in its reporting with the US SEC.
Net Operating Revenues
There were no operating revenue for the twelve months ended September 30, 2009 and 2008, respectively.
Operating Expenses and Charges
We had $24,849 in operating expenses for the twelve months ended September 30, 2009, which we entirely related to the cost to bring the Company current in its reporting to the US SEC, principally professional fees. We had no operating expenses for the twelve months ended September 30, 2008.
Financial Condition, Liquidity and Capital Resources
At September 30, 2009, we had cash and cash equivalents of $0. Our working capital is presently negative $24,849 and there can be no assurance that our financial condition will improve. We expect to continue to have minimal working capital or a working capital deficit as a result of our current liabilities.
For the year ended September 30, 2009, we have not generated cash flow from operations. We entered into a Convertible Promissory Note ("Note") with a third party for the principal sum of One Million Dollars, ($1,000,000), which will accrue interest at the rate of 10% per annum. The entire unpaid balance of principal (subject to conversion of such principal as provided in the Note) and all accrued and unpaid interest shall be due and payable on demand. On December 1, 2009, by mutual agreement, the parties to the Convertible promissory note agreement agreed to convert the note into 1,000,000 shares of Preferred Series A Stock, to be issued upon the Company filing an amendment to the Articles of Incorporation authorizing such pref erred stock.
As of September 30, 2009, we had no outstanding debt other than accounts payable of $24,849. The Company will seek funds from possible strategic and joint venture partners and financing to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will successfully engage strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.
No trends have been identified which would materially increase or decrease our results of operations or liquidity.
We have short-term liquidity problems that will be addressed by the demand convertible note payable, which we have a balance of $1,000,000 to draw for working capital. For long-term liquidity, we believe that we will need to raise additional capital to remain an ongoing concern; however, as stated above no commitments have been made as of this date. On December 1, 2009, by mutual agreement, the parties to the Convertible promissory note agreement agreed to convert the note into 1,000,000 shares of Preferred Series A Stock, to be issued upon the Company filing an amendment to the Articles of Incorporation authorizing such preferred stock.
Going Concern
We have suffered recurring losses from operations and are in serious need of additional financing. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing or, in the alternative, affect a merger or acquisition. Our continuation as a going concern depends upon our ability to generate sufficient cash flow to conduct our operations and our ability to obtain additional sources of capital and financing.
The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $35,236 at September 30, 2009 and net losses from operations of $24,849 and $0, respectively, for the years ended September 30, 2009 and 2008. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Plan of Operation
The Company's plan of operation for the next twelve months is to focus on developing and implementing a new business plan whereby we evaluate different plans that are for start-up types of entities with sound plans or simple investments/loans in/to private companies that also have sound operations/plans but are in need of capital and which present better than average rates of return on such investment/loan.
Critical Accounting Policies
Use of 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 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 materially from those estimates.
Loss per share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to commo n shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been anti-dilutive for the periods ended September 30, 2008 and 2007.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements during the next 12 months.
Recent Accounting PronouncementRecent Accounting Pronouncements
In October 2009, the Financial Accounting Standards Board (“FASB”) issued ASU 2009-13, Multiple Deliverable Revenue Arrangements (“ASU 2009-13”) which established guidance for accounting for multiple-deliverable revenue arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable; eliminates the residual method of allocation and requires arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method; and requires a vendor to determine its best estimate selling price in a manner consistent with that used to determine the selling price of the deliverable on a stand-alone basis. This guidance also expands the re quired disclosures related to a vendor’s multiple-deliverable revenue arrangements. The guidance is effective beginning July 15, 2010 with early adoption permitted. We do not believe the adoption of this standard will have a material impact on our results of operations, financial condition, cash flows or disclosures.
In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820-10”), to require additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose additional information regarding assets and liabilities that are transferred between levels of the fair value hierarchy. This guidance is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after Dec ember 15, 2010. We do not believe the adoption of this guidance will have a material impact on our financial statements.
Item 8. Financial Statements and Supplementary Data
Our financial statements have been examined to the extent indicated in their reports by Hamilton, PC for the years ended September 30, 2009 and 2008, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-X as promulgated by the Securities and Exchange Commission and are included herein, on Page F-1 hereof in response to Part F/S of this Form 10-K.
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms | F-2 |
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Balance Sheet | F-4 |
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Statements of Operations | F-5 |
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Statements of Stockholders’ Equity | F-6 |
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Statements of Cash Flows | F-7 |
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Notes to Financial Statement | F-8 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
CLAIRE COAST CORPORATION
Boca Raton, Florida
We have audited the accompanying balance sheet of Claire Coast Corporation, (a development stage enterprise), as of September 30, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the two years in the period ended September 30, 2009. 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 audit.
We conducted our audits in accordance with 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. 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 provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Claire Coast Corporation as of September 30, 2009 and 2008, and the results of its operations and its cash flows for the two years in the period ended September 30, 2009, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Claire Coast Corporation will continue as a going concern. As discussed in Note 4 to the financial statements, Claire Coast Corporation suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Hamilton, PC.
Hamilton, PC.
Denver, Colorado
September 18, 2010
CLAIRE COAST CORPORATION
(A Development Stage Enterprise)