As of the date of this prospectus, we have yet to generate any revenues from our business operations.
As of March 31, 2006, our total assets were $150,005 and our total liabilities were $21,358 comprising of $16,260 owning to Peter Kosa, an outside investor for payments made to our attorney for the incorporation of the companies, $125 owing to Richard Achron for filing fees to the Secretary of State, and $4,973 owing for audit fees.
All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. None of our officers are involved in the Company full-time. Our directors and executive officers, their ages, position held and duration as such, are as follow:
The following is a brief account of the business experience during at least the past five years of each director and executive officer, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Edward LaBuick - Mr. LaBuick has over 30 years experience in Canada and the United States in the direct response, infomercial, radio and retail sales of consumer products working in partnership with CanWest, Global TV, WTBS, Time Life, National Geographic, Universal Music, Koch Entertainment, Supertek, Sears and Canadian Tire. From February 2003 to the present, he is a consumer marketing consultant to DEP Distribution Exclusive Ltd. being responsible for obtaining product rights for retail distribution, producing TV commercials, media buying and marketing and sales planning.
Table of Contents
From December 2002 to September 2005 he was a consumer marketing consultant to Can West Media and Global Television responsible for partnership marketing advertising programs with major clients such as Canada Post, Universal Entertainment, Gaim Fitness Products, Supertek, Sears Sales of Entertainment programming for release on DVD.
He was the President and Co-Founder of The Buck A Day Company, Inc., (OTC.BB listed company) from September 1999 to December 2002.
From 1992 to 1998 Mr. LaBuick was President of Quality Music and Video, a music, entertainment, television and marketing company. Over the years he has worked with and created memorable hits with Elvis Presley, Engelbert Humperdink, The Rolling Stones, Charley Pride, Loretta Lyn, MUCHMUSIC Dance Mix, The Bobby Hull Elliptical Cycle, Hal & Joanne's AB Master, Suzanne Sommer's Thigh Master and Don Cherry's Rockem Sockem.
Richard Achron - Mr. Achron is a self-employed businessman with over 40 years experience in the retail/wholesale and manufacturing industry. He spent a number of years working for major Canadian corporations in sales, sales management and as a branch manager. These corporations included Philips Electronics, White-Westinghouse, Canadian Admiral Corporation and Sanyo Electronics.
Since February 1989 to present, Mr. Achron has been President and owner of Kingman Industries Ltd., a manufacturing business located in Vancouver, Canada. Kingman Industries manufactures and distributes products for usage in the food industry. His customer base includes major food chains such as Canada Safeway, Overwaitea Food Group and Superstore/Loblaws.
Mr. Achron was the President and Director of Oban Mining Inc., (OTC.BB listed company) from September 2001. He resigned as President of Oban Mining in November 2003 and as a Director in January 2004. He is currently Chief Financial Officer, Secretary/Treasurer and a Director of North American Natural Gas, Inc. a company listed on the OTC.BB.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.
Conflicts of Interest
There are no family relationships between any director or executive officer other than between Edward LaBuick and Faye LaBuick, who are husband and wife.
The only conflict that we foresee are that our officers and directors will devote time to other projects that do not involve us.
- 30 -
Table of Contents
Our Subsidiary
The management of our subsidiary corporation, LaBuick Financial Group, Incorporated., is comprised of the following:
Nadia Faye LaBuick - President and Director
Faye LaBuick is a corporate executive with over 30 years experience in finance, operations and business affairs of various types of small and large businesses. She has her own consulting business and represents various clients in the entertainment business including DEP Entertainment, Koch International and For Sale by Owner.
Edward LaBuick - Vice President Business Development & Media and Director
Mr. LaBuick has over 30 years experience in Canada and the United States in the direct response, infomercial, radio and retail sales of consumer products working in partnership with CanWest, Global TV, WTBS, Time Life, National Geographic, Universal Music, Koch Entertainment, Supertek, Sears and Canadian Tire. From February 2003 to the present, he is a consumer marketing consultant to DEP Distribution Exclusive Ltd. being responsible for obtaining product rights for retail distribution, producing TV commercials, media buying and marketing and sales planning.
From December 2002 to September 2005 he was a consumer marketing consultant to Can West Media and Global Television responsible for partnership marketing advertising programs with major clients such as Canada Post, Universal Entertainment, Gaim Fitness Products, Supertek, Sears Sales of Entertainment programming for release on DVD.
He was the President and Co-Founder of The Buck A Day Company, Inc., (OTC.BB listed company) from September 1999 to December 2002.
From 1992 to 1998 Mr. LaBuick was President of Quality Music and Video, a music, entertainment, television and marketing company. Over the years he has worked with and created memorable hits with Elvis Presley, Engelbert Humperdink, The Rolling Stones, Charley Pride, Loretta Lyn, MUCHMUSIC Dance Mix, The Bobby Hull Elliptical Cycle, Hal & Joanne's AB Master, Suzanne Sommer's Thigh Master and Don Cherry's Rockem Sockem.
Once our business commences, we intend to hire the following personnel to operate our business:
Dennis LaBuick - Vice President & Marketing Manager and Secretary/Treasurer
Dennis LaBuick has over 20 years experience in telemarketing, media buying, television writing and production of commercials that have sold millions of units in North America. He also has vast experience with building call centers from the ground up, hiring staff and management teams and providing professional training to sell products via the telephone (inbound and outbound). From 2003-2004 he was a partner in MDG
- 31 -
Table of Contents
Direct, a division of MDG Computer Canada that was responsible for all the advertising and telemarketing in the TV sector. From 1999 to 2002, he was the Executive Vice-President and co-founder of The Buck a Day Company. From 1992 to 1998, he was Vice-President of Marketing and Sales for Imperial Marketing, one of America's largest mailers of contest of skill and 900 number pay per call service provider for television direct response in the United States.
Chad Mooney - General Sales Manager
Chad Mooney will oversee the sales and telemarketing team. His past experience managing the sales floor for the Buck a Day Company and most recently, MDG Direct, has given him a solid background necessary for running a successful sales team. An essential part of his position will be to motivate, manage, schedule, monitor and improve associates performance and customer satisfaction levels both through one-on-one coaching, and in the set-up, improvement and streamlining of practices and procedures.
David Mills - Vice President Mortgage Division
David Mills has over 15 years experience in construction development, underwriting and planning, for residential, commercial, special purpose and recreational properties. He is currently working with First Pro in bringing large US based "Big Box" retailers into the Canadian market such as Wal-Mart and Lowes.
Candace Garces - Media Director
Candace Garces was the Media Account Director for HD Canada, exclusively servicing the Unilever account. Her portfolio included such recognized brands as Becel and Dove, with media expenditures in excess of $15 million dollars annually. She has over 11 years of experience in media planning and buying and has serviced a number of other high profile clients such as Labatt Breweries (Budweiser, Blue Light), Lenscrafters, Natrel, Bacardi, Reckitt & Coleman and Warner Lambert.
Kelly Murphy - Controller & Mortgage Department Manager
Kelly Murphy will be responsible for the direction of the day-to-day accounting procedures and financial reporting of the company. She has extensive experience with automated accounting systems including ACCPAC, Simply Accounting and QuickBooks along with knowledge in the operation of computerized operating systems and software. She will be responsible for the implementation and set-up of the accounting systems and the daily management of all accounting functions as well as Human Resources functions.
- 32 -
Table of Contents
Offices of our Subsidiary Corporation
Our subsidiary executive office is currently located at 24345 - Hwy 48 Baldwin, Ontario L0E 1A0. Our telephone number is (905) 722-3984. This is the home office of our President and Director, Edward LaBuick. We do not pay any rent to Mr. LaBuick and there is no agreement to pay any rent in the future.
Once we commences our business we intend to locate other office facilities for our operations.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us from inception on March 20, 2006 through April 6, 2006 for each or our officers and directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any:
Summary Compensation Table
| | | Long-Term Compensation
|
| | Annual Compensation
| Awards
| Payouts
|
| | | | | | Securities | | |
| | | | Other | Under | Restricted | | Other |
| | | | Annual | Options/ | Shares or | | Annual |
Names Of Executive | | | | Compen- | SARs | Restricted | LTIP | Compen- |
Officer and | Year | Salary | Bonus | sation | Granted | Share/Units | Payouts | sation |
Principal Position
| Ended
| (US$)
| (US$)
| (US$)
| (#)
| (US$)
| (US$)
| (US$)
|
| | | | | | | | |
Edward LaBuick | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
President, Principal Executive | 2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Officer & Director | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| | | | | | | | |
Richard Achron | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Secretary, Treasurer, Principal | 2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Financial Officer & Director | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have no employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin operations.
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
- 33 -
Table of Contents
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
We have no employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin operations.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
Compensation of Directors
Our directors do not receive any compensation for serving as a member of the board of directors.
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth, as of the date of this prospectus, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current director and officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering.
Name and Address Of Beneficial Owner
| Amount and Nature of Beneficial Ownership Before the Offering
|
| Percentage of Class of Ownership Before the Offering (1)
| Amount and Nature of Beneficial Ownership After Offering Assuming all of the Shares are Sold
| Percentage of Ownership After the Offering Assuming all of the Shares are Sold
| |
| | | | | | |
Edward LaBuick, Director, President and CEO 24345 - Hwy 48 Baldwin, Ontario Canada L0E 1A0 | 1,000,000 | (3) | 18.18% | 1,000,000 | 13.33% | (2) |
- 34 -
Table of Contents
Richard Achron, Director, CFO and Secretary/Treasurer 11960 Hammersmith Way, Unit 155 Richmond, British Columbia Canada V7A 5C9 | 1,000,000 | | 18.18% | 1,000,000 | 13.33% | |
| | | | | | |
Faye LaBuick, Director and President of subsidiary 24345 - Hwy 48 Baldwin, Ontario Canada L0E 1A0 | 2,000,000 | (3) | 36.36% | 2,000,000 | 26.67% | |
| | | | | | |
Peter Kosa PO Box 10971 APO Georgetown, Grand Cayman Cayman Islands | 1,500,000 | | 27.27% | 0 | 0 | (4) |
Directors and Executive Officers as a Group | 4,000,000 | | 72.72% | 4,000,000 | 53.33% | |
(1) | Based on 5,500,000 shares of common stock issued as at May 31, 2006. |
| |
(2) | Based on 7,5000,000 shares of common stock issued assuming all 2,000,000 shares being offered are sold. |
| |
(3) | Edward LaBuick and Faye LaBuick are husband and wife. The number shown is the amount owned by each stockholder individually and not as an aggregate. |
| |
(4) | Peter Kosa, the selling shareholder may offer and sell, from time to time, any of his common stock. |
Because he may offer all or only some portion of the shares of common stock owned, for the purposes of this calculation we are assuming that all of the shares of common stock have been resold.
Future Sales by Existing Stockholders
A total of 4,000,000 shares of common stock were issued to our officers, directors and founders, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.
Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
- 35 -
Table of Contents
A total of 1,500,000 shares of common stock were issued to Peter Kosa in a private placement transaction that was exempt from registration pursuant to Regulation S promulgated under the Securities Act. These shares are being registered and may be resold under this prospectus.
There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are four holders on record for our common stock as at the date of this prospectus.
Cash Dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Anti-takeover Provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
Changes in Control
There are no contracts or other arrangements that will at a subsequent date result in a change of control of our company.
Selling Shareholder
The shares of common stock being offered by the selling shareholder, Peter Kosa, were acquired directly from us in a private placement that was exempt from registration pursuant to Regulation S, promulgated under the Securities Act of 1933.
The selling shareholder may offer and sell, from time to time, any or all of his common stock. Because the selling shareholder may offer all or only some portion of the shares of common stock held by him, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling shareholder upon termination of the offering.
The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling shareholder as at March 31, 2006, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling shareholder. The address shown is the most recent address on file and it may not be current.
- 36 -
Table of Contents
The selling shareholder did not have or has a material relationship with us. The selling shareholder is not a broker-dealer or an affiliate of a broker-dealer to our knowledge.
Name of Selling Stockholder and Position, Office or Material Relationship (if any) with The Alliance Corporate Group
| Number of Shares Owned by Selling Stockholder Before Offering
| Percent of Total Issued and Outstanding Shares Owned by Selling Stockholder Before Offering
| Total Shares Registered
| Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding
|
| | | | # of Shares
| % of Class
|
Peter Kosa PO Box 10971 APO George Town, Grand Cayman Cayman Islands | 1,500,000 | 27.27% | 1,500,000 | Nil | 0% |
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
DESCRIPTION OF SECURITIES
Our authorized capital consist of 100,000,000 shares of common stock, with a par value per share of $0.00001, and 100,000,000 shares of preferred stock, with a par value of $0.00001 per share. As of March 31, 2006, there were 5,500,000 shares of our common stock issued and outstanding. No shares of our preferred stock have been issued. Each holder of a share of our common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of shareholders, including the election of directors. Our Articles of Incorporation provides that the designations, powers, rights, preferences, qualifications, restrictions and limitations of our preferred stock shall be established from time-to-time by our board of directors, and our board has not yet established any.
- 37 -
Table of Contents
Common Stock
Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:
* | have equal ratable rights to dividends from funds legally available if and when declared by our board of directors; |
| |
* | are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
| |
* | do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
| |
* | are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present directors/officers will own approximately 53.33 % of our outstanding shares.
Cash Dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Preferred Stock
We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares is at the discretion of the board of directors. Currently no preferred shares are issued and outstanding.
- 38 -
Table of Contents
Anti-takeover Provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
Reports
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
Stock Transfer Agent
The transfer agent and registrar for our common stock is Signature Stock Transfer, Inc. Its address is 1 Preston Park, 2301 Ohio Drive, Suite 100, Plano, Texas 75093. Its telephone number is (972) 612-4120.
CERTAIN TRANSACTIONS
On March 21, 2006 we issued a total of 5,500,000 shares of restricted common stock as follows: Edward LaBuick, President, Chief Executive Officer and a Director, 1,000,000 shares in consideration of $10; Richard Achron, Chief Financial Officer, Treasurer/Secretary and a Director, 1,000,000 shares in consideration of $10; Faye LaBuick, President and sole Director of LaBuick Financial Group, Incorporated, our wholly owned subsidiary, 2,000,000 shares in consideration of all of the issued and outstanding shares of LaBuick Financial Group, Incorporated at a deemed value of $100; and, Peter Kosa was issued 1,500,000 shares in consideration of $150,000 pursuant to a private placement. Further, Mr. Kosa advanced an additional $16,260 to us for legal fees, such amount to be repaid from the proceeds of this offering.
Our principal executive office is currently located at 11960 Hammersmith Way, Unit 155, Richmond, British Columbia, V7A 5C9. Our telephone number is (604) 275-8994. This is the office of our Secretary/Treasurer and Director, Richard Achron. We do not pay any rent to Mr. Achron and there is no agreement to pay any rent in the future.
LITIGATION
We are not a party to any pending litigation and none is contemplated or threatened.
- 39 -
Table of Contents
EXPERTS
Our financial statements for the period from inception to March 31, 2006, included in this prospectus and registration statement have been audited by our independent accountants Vellmer & Chang, Chartered Accountants, 815 Hornby Street, Suite 505, Vancouver, British Columbia, Canada, V6Z 2E6, as set forth in their report accompanying the financial statements (which contains an explanatory paragraph regarding our company's ability to continue as a going concern) and are included in reliance upon the report, given on the authority of the firm, as experts in accounting and auditing.
LEGAL MATTERS
Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite 503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as our legal counsel.
FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars and are prepared in conformity with generally accepted accounting principles of the United States of America.
- 40 -
Financial Index
Vellmer & Chang |
Chartered Accountants *
|
505 - 815 Hornby Street |
Vancouver, B.C, V6Z 2E6 |
Tel: 604-687-3776 |
Fax: 604-687-3778 |
E-mail: info@vellmerchang.com |
* denotes a firm of incorporated professionals |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
The Alliance Corporate Group, Inc.
(A development stage enterprise)
We have audited the accompanying consolidated balance sheet ofThe Alliance Corporate Group, Inc. (the "Company") (a development stage enterprise) as at March 31, 2006, the related consolidated statements of stockholders' equity, operations and cash flows for the period from March 20, 2006 (inception) to March 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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 audit provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2006 and the results of its operations and its cash flows for the period from March 20, 2006 (inception) to March 31, 2006 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is a development stage company since inception on March 20, 2006 and the Company does not generate sufficient cash flow from operations to fund its activities and has therefore relied principally upon the issuance of securities for financing, however there can be no assurance it will continue to be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or th e amounts and classification of liabilities that may result from the outcome of this uncertainty.
| Vancouver, Canada | | | | | VELLMER & CHANG |
| April 12, 2006 | | | | | Chartered Accountants |
F-1
- 41 -
Financial Index
ASSETS
Current | |
Cash | 20 |
Funds held in trust | 115,410 |
Goods and services tax recoverable
| 1,412
|
| 116,842 |
| |
Deferred Business Development Costs (Note 3(m))
| 33,163
|
| |
Total Assets
| 150,005
|
LIABILITIES
Current Accounts payable and accrued liabilities |
4,973 |
Advances from related parties (Note 4)
| 16,385
|
Total Liabilities
| 21,358
|
STOCKHOLDERS' EQUITY
Preferred Stock: $0.00001 par value; authorized 100,000,000 preferred shares; none issued | |
Common Stock: $0.00001 par value; authorized 100,000,000 | |
common shares; 5,500,000 shares issued and outstanding (Note 5) | 35 |
| |
Additional paid-in capital | 149,985 |
| |
Deficit Accumulated During the Development Stage
| (21,373)
|
| |
Total Stockholders' Equity
| 128,647
|
| |
Total Liabilities and Stockholders' Equity
| 150,005
|
NOTE 1 - ORGANIZATION AND CONTINUANCE OF OPERATIONS
NOTE 7 - COMMITMENTS
See accompanying Notes to the Financial Statements
F-2
- 42 -
Financial Index
| March 20, 2006 (Date of Inception) to March 31, 2006
|
| $ |
| |
Revenue
| -
|
| |
General and Administrative Expenses
|
|
| Audit | 4,973 |
| Legal fees Filing fees | 16,213 125 |
| Office expenses
| 62
|
| (21,373)
|
| |
Net Loss for the Period
| (21,373)
|
| |
| |
Basic and Diluted Loss Per Share
| (0.00)
|
| |
Weighted Average Number of Shares Outstanding
| 5,000,000
|
See accompanying Notes to the Financial Statements
F-3
- 43 -
Financial Index
From Inception on March 20, 2006 to March 31, 2006:
| Common Stock | Additional Paid-In | Deficit Accumulated During the Development | Total Stockholders' |
| Shares
| Amount
| Capital
| Stage
| Equity
|
| | $ | $ | $ | $ |
| | | | | |
Common stock issued for cash, March 21, 2006, to officers and directors at $0.00001 per share | 2,000,000 | 20 | - | - | 20 |
| | | | | |
Common stock issued for cash, March 21, 2006, at $0.10 per share | 1,500,000 | 15 | 149,985 | - | 150,000 |
| | | | | |
Common stock issued to purchase 100% of common stock of LaBuick Financial Group, Incorporated. on March 21, 2006 | 2,000,000 | - | - | - | - |
| | | | | |
Net loss for the period
| -
| -
| -
| (21,373)
| (21,373)
|
| | | | | |
Balance, March 31, 2006
| 5,500,000
| 35
| 149,985
| (21,373)
| 128,647
|
See accompanying Notes to the Financial Statements
F-4
- 44 -
Financial Index
| March 20, 2006 (Date of Inception) to March 31, 2006
|
| $ |
Cash provided by (used in): | |
Operating Activities | |
| |
Loss from operations | (21,373) |
| |
Cash provided by (used in) operating assets and liabilities: Goods and services tax recoverable | (1,412) |
Accounts payable and accrued liabilities Deferred Business Development Costs Advances from related parties (Note 4)
| 4,973 (33,163) 16,385
|
Net cash used in operating activities
| (34,590)
|
| |
Financing Activities | |
Common stock issued for cash
| 150,020
|
Net cash provided by financing activities
| 150,020
|
| |
Increase in cash and funds held in trust | 115,430 |
Cash and funds held in trust at beginning of period
| -
|
| |
Cash and funds held in trust at end of period
| 115,430
|
Supplementary Disclosure of Statements of Cash Flows Information | |
| |
Foreign Exchange Loss | 62 |
Income Taxes (Note 6) | - |
Supplementary Disclosure of Non-cash items: | |
Issuance of shares for the purchase of 2,000,000 common stock of LaBuick Financial Group, Incorporated for the consideration of $100, which is eliminated upon consolidation | - |
See accompanying Notes to the Financial Statements
F-5
- 45 -
Financial Index
Note 1 - Organization and Continuance of Operations
The Company was incorporated under the laws of Nevada, on March 20, 2006. The Company is a development stage company that has not yet commenced its intended operations to market credit cards and other related financial services to a niche portfolio of customers who do not qualify for conventional credit cards or mortgages. The Company intends to conduct its business through its wholly owned subsidiary, LaBuick Financial Group, Incorporated in Canada.
These financial statements represent the presentation on a consolidated basis of the accounts of the Company and its wholly owned subsidiary, La Buick Financial Group, Incorporated, a company incorporated under the laws of Ontario, Canada on March 21, 2006.
To date, the Company has not generated any revenue. The Company has limited cash resources and will likely require new financing, either through issuing shares or debt to continue the development of its business. Management intends to offer for sale additional common stock, however, there can be no assurance that it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Note 2 - Principles of Consolidation
The consolidated financial statements include the accounts of The Alliance Corporate Group, Inc., and LaBuick Financial Group, Incorporated. All inter-company transactions and liabilities have been eliminated on consolidation.
Note 3 -Summary of Significant Accounting Policies
| (a) | Basis of Accounting |
|
| | These audited financial statements have been prepared in accordance with the accepted accounting principles in the United States of America, and are presented in United States dollars. |
|
| (b) | Year End |
|
| | The Company' s fiscal year end is March 31. |
|
| (c) | Cash and Cash Equivalents |
|
| | As at March 31, 2006, the Company has cash and cash equivalents in the amount of $US nil which are over the insured limit. |
F-6
- 43 -
Financial Index
THE ALLIANCE CORPORATE GROUP, INC. |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements |
March 31, 2006
|
Note 3 -Summary of Significant Accounting Policies (continued)
| (d) | Impairment of Long-Live Assets and Long-Live Assets to be Disposed of |
|
| | The Company has adopted the provisions of SFAS No. 144 " Accounting for the Impairment of Long-Lived Assets to be Disposed of" .. SFAS No. 144 established procedures for review of recoverability, and measurement of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. SFAS No. 144 also requires that long-lived assets to be disposed of other than by sale shall continue to be classified as held and used until disposal. |
|
| | Further, SFAS No. 144 specifies the criteria for classifying long-lived assets as " held for sale" and requires that long-lived assets to be disposed of by sale be reported as the lower of carrying amount or fair value less estimated selling costs. Management believes that there has not been any impairment of the Company' s long-lived assets as at March 31, 2006. |
|
| (e) | Capital Assets |
|
| | Capital assets are recorded at cost on acquisition. |
|
| | Amortization is provided for on a declining balance basis over the estimated useful lives of the assets at the following annual rates: |
|
| | | Computer software 33% |
| | | Furniture and fixtures 20% |
| | | Telemarketing center 20% |
|
| | Leasehold improvements are being amortized on a straight-line basis over the lease period. |
|
| | The capital assets are written down to their net realizable value when their carrying value exceeds the estimated future benefits to the Company. Currently, the Company does not have any capital assets. |
|
| (f) | Advertising Costs |
|
| | All advertising costs, including production and media broadcasts are expensed as occurred. In the period ended March 31, 2006 there were $nil advertising expenses incurred. |
F-7
- 47 -
Financial Index
THE ALLIANCE CORPORATE GROUP, INC. |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements |
March 31, 2006
|
Note 3 -Summary of Significant Accounting Policies (continued)
| (g) | Foreign Currency Translation |
|
| | The Company's functional currency is the United States dollar. Occasional transactions occur in Canadian currency, and management has adopted SFAS No. 52, " Foreign Currency Translation" .. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on foreign currency translation are included in operations in the period in which they are incurred. |
|
| (h) | Comprehensive Income (Loss) |
|
| | SFAS No. 130, " Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholder' s equity that, under United States of America generally accepted accounting principles, are excluded from net income (loss), such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. As at March 31, 2006, the Company has no items that represent comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the financial statements. |
|
| (i) | Income Taxes |
|
| | The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company' s financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws or rates are considered. |
|
| | Due to the uncertainty regarding the Company' s future profitability, the future tax benefits of its losses have been fully reserved for and no net tax benefit has been recorded. |
F-8
- 48 -
Financial Index
THE ALLIANCE CORPORATE GROUP, INC. |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements |
March 31, 2006
|
Note 3 -Summary of Significant Accounting Policies (continued)
| (j) | Basic and Diluted Net Income (Loss) per Share |
|
| | The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. |
|
| (k) | Financial Instruments |
|
| | The fair value of cash, accounts payable and accrued liabilities and advances from a related party were estimated to approximate their carrying values due to the immediate short-term maturity of these financial instruments. |
|
| | Financial instruments that potentially subject the Company to credit risk consist principally of cash. Management does not believe the Company is exposed to significant credit risk. |
|
| | Management, as well, does not believe the Company is exposed to significant interest rate risks during the period presented in these financial statements. |
|
| | The Company' s source of supplies for its intended business is 100% from a single supplier based on the non-exclusive licensing agreement signed with the supplier. |
|
| | The accompanying financial statements do not include any adjustments that might result from the eventual outcome of the risks and uncertainties described above. |
|
| (l) | Use of Estimates and Assumptions |
|
| | The preparation of financial statements in conformity with generally accepted accounting principles 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 periods. Actual results could differ from those estimates. |
F-9
- 43 -
Financial Index
THE ALLIANCE CORPORATE GROUP, INC. |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements |
March 31, 2006
|
Note 3 -Summary of Significant Accounting Policies (continued)
(m) Deferred Business Development Costs
In February 2006, the Company entered into a non-exclusive license with Mint Capital Corp. to market prepaid MasterCard cards for distribution under the brand name LaCard MasterCard.
The Agreement provided for the following payments to Mint Capital Corp. upon execution:
(a) $20,000 CDN plus GST ($19,063 USD) (paid) for the design and implementation of the prepaid Card Program and website by Mint
Capital Corp;(b) (i) $5,000 USD (paid) as the MasterCard International Initial Plan Setup Fee;
(ii) $5,000 USD (paid) as the MasterCard ISO registration fee;
(iii) $3,600 USD (paid) as the MasterCard Annual Plan Assessment Fee and;
(iv) $500 USD (paid) MasterCard International annual Stand in Fee.The Company has recorded the aggregate amount of $33,163 as a deferred business development cost. The deferred charge will be amortized over the five-year length of the agreement. As at March 31, 2006, no amount has been expensed against this deferred charge.
(n) Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, "Share Based Payment". SFAS 123R is a revision of SFAS No. 123 "Accounting for Stock-Based Compensation", and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. The company does not have a stock option plan nor does it issue stock to non-employees for services. Therefore, management believes that adoption of this Statement has no material impact on the financial statements ended March 31, 2006.
During 2004, FASB also issued SFAS No. 151 "Inventory Cost", SFAS No. 152 "Accounting for Real Estate Time Sharing Transactions", SFAS No. 153 "Exchanges in Non-Monetary Assets" and SFAS No. 154 "Accounting Changes and Error Corrections". Management believes that adoption of these Statements have no material impact on the financial statements ended March 31, 2006.
F-10
- 50 -
Financial Index
THE ALLIANCE CORPORATE GROUP, INC. |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements |
March 31, 2006
|
Note 3 -Summary of Significant Accounting Policies (continued)
| (n) | Recent Accounting Pronouncements (continued) |
|
| | FASB also issued SFAS No. 154 " Accounting Changes and Error Corrections" , SFAS No. 155 " Accounting for Certain Hybrid Financial Instruments - an amendment of SFAS No. 133 and 140" , and SFAS No. 156 " Accounting for Servicing of Financial Assets - an amendment of SFAS No. 140). Management believes that adoption of these Statements has no material impact on the financial statements ended March 31, 2006. |
Note 4 - Advances from Related Parties
A director and officer of the Company is owed $125.00 for expenses paid on behalf of the Company. The amount due is non-interest bearing, has no stated terms of repayment and is unsecured.
A shareholder currently holding approximately 27% of the Company's common stock is owed $16,260 for advances made to the Company for legal fees. The amount due is non-interest bearing, has no stated terms of repayment and is unsecured.
Note 5 -Common Stock
The common stock is not subject to warrants, agreements or options at March 31, 2006.
Note 6 - Income Taxes
No provision for income taxes has been made for the periods presented as the Company has incurred net losses.
The potential benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of the net deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are as follows:
| March 31, 2006 |
| $ |
Net operating loss carry forwards (expiring in 2027) | 21,373 |
| |
Statutory tax rate
| 15%
|
Deferred tax assets | 3,206 |
Less: Valuation allowance
| (3,206)
|
Net deferred tax assets
| -
|
F-11
- 51 -
Financial Index
THE ALLIANCE CORPORATE GROUP, INC. |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements |
March 31, 2006
|
Note 7 - Commitments
The Company is committed to pay for the manufacturing, mailing and providing fulfillment services with respect to the initial order of 15,000 Cards for a total cost of $12,900 CDN plus applicable taxes, per the ISO agreement whereby the Company obtained a non-exclusive license with Mint Capital Corp. to market prepaid MasterCard cards for distribution under the brand name LaCard MasterCard. Payment is due upon receipt of invoice related to the initial order.
F-12
- 52 -
Table of Contents
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:
| 1. | Article 5 of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement. |
|
| 2. | Article IX of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement. |
|
| 3. | Nevada Revised Statutes, Chapter 78. |
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee | $ | 100 |
Printing Expenses | | 200 |
Accounting Fees and Expenses | | 4,000 |
Legal Fees and Expenses | | 15,000 |
Blue Sky Fees/Expenses | | 500 |
Transfer Agent Fees
|
| 200
|
TOTAL
| $
| 20,000
|
- 53 -
Table of Contents
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Since inception, we have sold the following securities that were not registered under the Securities Act of 1933, as amended:
Name and Address
| Date
| Shares
| Consideration
|
Ed LaBuick 24345 - Hwy 48 Baldwin Ontario Canada L0E 1A0 | March 21, 2006 | 1,000,000 | $10 |
| | | |
Richard Achron 11960 Hammersmith Way, Unit 155 Richmond, British Columbia Canada V7A 1A0 | March 21, 2006 | 1,000,000 | $10 |
| | | |
Peter Kosa PO Box 10971 APO Grand Cayman, Cayman Islands | March 21, 2006 | 1,500,000 | $150,000 |
| | | |
Faye LaBuick 24345 - Hwy 48 Baldwin Ontario Canada L0E 1A0 | March 21, 2006 | 2,000,000 | $100 (1) |
We issued the foregoing restricted shares of common stock in reliance upon the exemption from registration provided by Regulation S of the Securities Act of 1933. The purchasers were not U.S. Persons as that term is defined in Regulation S. There were no commissions paid in connection with the sale of the shares and general solicitation was not made to anyone. The transactions were consummated outside the United States of America.
(1) | The shares issued to Faye LaBuick were in consideration for all the issued and outstanding shares of LaBuick Financial Group, Incorporated valued at $100. |
- 54 -
Table of Contents
ITEM 27. EXHIBITS.
The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-B.
Exhibit No. | Document Description |
3.1 | Articles of Incorporation. |
3.2 | Bylaws. |
4.1 | Specimen Stock Certificate. |
5.1 | Opinion of Conrad C. Lysiak, Esq. regarding the legality of the Securities being registered. |
10.1 | Agreement with Mint Capital Corp. |
23.1 | Consent of Vellmer & Chang, Chartered Accountants. |
23.2 | Consent of Conrad C. Lysiak, Esq. |
99.1 | Subscription Agreement. |
ITEM 28. UNDERTAKINGS.
We hereby undertake:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and |
|
| (iii) | To include any additional or changed material information on the plan of distribution. |
|
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof. |
|
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
- 55 -
Table of Contents
(4) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
|
(5) | For determining any liability under the Securities Act of 1933: |
|
| (i) | we shall treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. For determining any liability under the Securities Act of 1933, we shall treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities. |
|
| (ii) | we shall treat each prospectus filed by us pursuant to Rule 424(b)(3) as part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registra tion statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
- 56 -
Table of Contents
| (iii) | we shall treat each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
- 57 -
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form SB-2 Registration Statement and has duly caused to the Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, on this 30th day of April, 2006.
| THE ALLIANCE CORPORATE GROUP, INC. |
| | |
| BY: | EDWARD LABUICK |
| | Edward LaBuick, President, Principal Executive Officer, and a member of the Board of Directors |
| BY: | RICHARD ACHRON |
| | Richard Achron, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and a member of the Board of Directors |
| | |
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Richard Achron as true and lawful attorney-in-fact and agent, with full power of substitution, for his and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date |
| | |
EDWARD LABUICK | President, Principal Executive Officer, and a member | April 30, 2006 |
Edward LaBuick | of the Board of Directors | |
| | |
RICHARD ACHRON | Secretary, Treasurer, Principal Financial Officer, | April 30, 2006 |
Richard Achron | Principal Accounting Officer, and a member of the Board of Directors | |
- 58 -