UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year endedAugust 31, 2008.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 333-147106
TenantWIZ Software Corp.
(Exact name of Registrant as specified in its charter)
Nevada | 26-0830987 |
State or other jurisdiction of incorporation or organization | IRS Employer Identification No. |
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650 S. Hill St., #J-4, Los Angeles, CA 90014
(Address of principal executive offices)
Registrant’s telephone number, including area code: (866) 993-6879
Securities registered pursuant to Section 12(b) of the Act:None.
Securities registered pursuant to Section 12(g) of the Act:None.
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes
[ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] |
| Accelerated filer | [ ] |
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Non-accelerated filer | [ ](Do not check if a smaller reporting company) |
| Smaller reporting company | [X] |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ X] Yes
[ ] No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold.There is currently no public market for the Company’s common stock.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date. As of December 15, 2008, the Registrant had 50,050,000 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
Item 1b. Unresolved Staff Comments
Item 4. Submission Of Matters To A Vote Of Securities Holders
Item 6. Selected Financial Data
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 8
Item 8. Financial Statements And Supplementary Data.
Item 9 Changes In And Disagreements With Accountants On Accounting And Financial Disclosure 8
Item 9at –Controls And Procedures
Item 10. Directors, Executive Officers, And Corporate Governance.
Item 11. Executive Compensation
Item 13 – Certain Relationships And Related Transactions, Director Independence
Item 14 – Principal Accountant Fees And Services
Item 15 – Exhibits, Financial Statement Schedules
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report on Form 10-K contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to consummate a merger or business combination, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this annual report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
PART I
ITEM 1. BUSINESS
General
TenantWIZ Software Corp. is a development stage company and was incorporated on May 21, 2007, to enter into the vacation rental management services industry. Our Company provides vacation rental products and services targeted to our key demographic market which is comprised of individuals or groups who rent out their own houses, condos, and apartments for usage as a vacation property. Our target consumers are higher-income travelers and those that own a second or third residence.
On April 1, 2008, the Company established and acquired its wholly-owned Subsidiary, which set up its offices in British Columbia, Canada. The Company has established the Subsidiary to engage in operations in Canada, as it perceives there to be a significant market there. The Company purchased 100% of the shares outstanding of the Subsidiary by issuing 30,000 shares of its common stock valued at $5 per share to the Company’s President, who also owned all shares outstanding in the Subsidiary prior to the acquisition. Prior to the acquisition, the Subsidiary had no operations other than the sale of stock to the Company’s President.
Services
TenantWIZ intends to provide a simple and efficient way for individuals or groups to manage and advertise their own vacation rental properties. The Company intends to provide services under two specific proprietary brands: one (TenantWIZ) for “upscale,” customized individual vacation properties; and another for popular-priced vacation
packages (TenantWIZMALL).
Marketing
Our primary marketing strategy will be to purchase advertisements on well established holiday/vacation Internet Web sites and in vacation and travel magazines. Our target audience is individuals in the mid-to upper-income bracket.
Company Software and Website
TenantWIZ Vacation Rental Software is a flexible short-term Web-based software system. As a Web-based application, the original software was designed to manage one or many vacation rental units for vacation rental owners and vacation rental agencies alike. Over time, we intend to develop the TenantWIZ software application to grow into a system that can not only manage vacation rental units for owners and rental agencies, but also a system that can manage boutique hotels, condominiums, bed & breakfasts, motels, and other multi-unit complexes. In addition, the TenantWIZ software system, with the anticipated introduction of version 4.0 in early 2009, named, TenantWIZMALL, can act as a vacation rental listing application allowing third parties to create vacation rental listing sites. The Company’s business plan calls for us to launch a Website featuring an on-line version of its software.
Competitive Advantages
Many competitors face significant barriers to accessing our target market as few of them offer similar software services in one convenient platform such as TenantWIZ. Bringing our enhanced modules on-line in early 2009, which are currently in the BETA testing phase, such as fractional ownership applications, will allow customers to manage any fractionally owned property using our advanced scheduling system. Other modules in development include a car rental module, a yacht chartering module, jet chartering module, and others specifically designed for these niche industries.
With the introduction of TenantWIZMALL, a potential comprehensive listing of properties, cars, yachts, and other unit-based and owned property managed through the TenantWIZ software system, our platform will have the potential to become a leader in the Web-based rental management industry, with the possibility of cross-marketing opportunities and partnerships.
We intend to compete by being friendly and approachable, having a quick set-up process, flexible terms, and lower pricing.
Company History
On May 21, 2007, Robert Kanaat, our sole officer and director, founded the Company to enter into the vacation rental software industry.
Employees and Employment Agreements
At present, we have no employees other than our sole officer and director, who has received no compensation. There are no employment agreements in existence. We
presently do not have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans. However, we may adopt such plans in the future.
Rather than hire employees to perform website development and maintenance, during the initial implementation of our marketing strategy, the Company intends to hire independent consultants to further develop its website. We plan on hiring initial sales staff to service our customers on a commission basis and do not anticipate paying fixed salaries to any employees hired in the foreseeable future.
Reports to Security Holders
TenantWIZ will voluntarily make available an annual report including audited financials on Form 10-K to security holders. We file all necessary reports with the SEC pursuant to the Exchange Act, including but not limited to, the report on Form 8-K, annual reports on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding TenantWIZ and filed with the SEC at http://www.sec.gov.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
We do not own any real estate or other properties. Our office is located at 650 South Hill Street, #J-4, Los Angeles, CA 90014. Our telephone number is 866-993-6879. Our subsidiary also leases an office in Vancouver, British Columbia, Canada. Our email address is investments@tenantwiz.com.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the fiscal year ended August 31, 2008.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock currently trades under the symbol TWZS. The shares began trading on the Over-the-Counter Bulletin Board (OTCBB) on March 24, 2008. Following is a table showing the high and low asking price for each of the quarters since trading began.
Quarter Ending
High
Low
March 24, 2008 to
March 31, 2008
0.10
0.10
June 30, 2008
6.25
0.10
September 30, 2008
6.24
6.24
On May 21, 2007, a total of 10,000,000 shares of common stock were issued to our sole officer and director, 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 sold, in a broker assisted transaction, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Under Rule 144, a stockholder can sell up to 1% of total outstanding shares every three months in brokers’ transactions. The shares owned by our sole officer and director were acquired on May 21, 2007. We issued a total of 10,000,000 shares at $0.0002 for a total consideration of $2,000.
Holders
As of December 1, 2008, we have 50,050,000 Shares of $0.001 par value common stock issued and outstanding held by thirty-three (33) stockholders of record.
Our transfer agent is Island Stock Transfer, 100 Second Avenue South, Suite 104N, St. Petersburg, FL 33701, (727) 289-0010.
Dividends
There are no restrictions in TenantWIZ’s articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| 1. | TenantWIZ would not be able to pay its debts as they become due in the usual course of business; |
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| Or |
| 2. | TenantWIZ’s total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution. |
The Company has not declared any dividends, and does not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended August 31, 2008.
ITEM 6. SELECTED FINANCIAL DATA
| Year Ended August 31, 2008 | From Inception (May 21, 2007) to August 31, 2007 | From Inception (May 21, 2007) to August 31, 2008 |
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Total operating expenses | $263,158 | $2,125 | $265,283 |
Total revenue | 1,441 | - | 1,441 |
Total comprehensive loss | (264,403) | (2,125) | (266,538) |
Cash raised by financing activities | 132,776 | 4,750 | 137,526 |
Cash used in operating activities | (253,427) | (2,125) | (255,552) |
Cash and cash equivalents on hand | 1,783 | 2,625 | 1,783 |
Net loss per common share: basic and diluted | (0.01) | (0.00) | - |
Weighted average number of common shares outstanding: |
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Basic and diluted | 50,019,153 | 10,000,000 |
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#Property and equipment, net | 27,130 | - |
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Stockholders’ equity | 8,479 | 2,625 |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
We have generated $1,441 in revenues since inception and have incurred $265,283 in expenses through August 31, 2008.
The following table provides selected financial data about our company for the year ended August 31, 2008 and the period ended August 31, 2007, respectively.
Balance Sheet Data:
8/31/08
8/31/07
Cash
$ 1,783
$ 2,625
Total assets
$ 32,738
$ 2,625
Total liabilities
$ 24,259
$ -
Stockholders' equity
$ 8,479
$ 2,625
Plan of Operation
This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: "believe," "expect," "estimate," "anticipate," "intend," "project," and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a development stage corporation organized to enter into the vacation rental software services industry. We have not yet generated significant revenues from business operations.
Our auditors have issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated significant revenues and no revenues are anticipated until we begin marketing our services to customers. Accordingly, if we are not able to begin generating income from operations, in order to continue implementing our business plan and conducting active business operations, we will be forced to seek alternate forms of financing.
From inception to August 31, 2008, the Company's business operations have primarily been focused on developing our business model and marketing strategy. The Company has been conducting industry market research and an analysis of our competitors. Our initial research has focused on identifying the best value for our initial marketing campaign in terms of client demographics and the current economic environment.
The Company anticipates finalizing its initial advertising plan within the next ninety (90) to one hundred eighty (180) days. The Company has budgeted approximately $5,000 to spend on developing its initial advertising strategy.
When the Company has determined the best location for our initial sales office, we will engage the services of a sales agent to begin implementing our marketing plan in that area. Such initial activities will include building a list of potential clients and client servicing needs. The Company will search for suitable office space in the preferred locale based on the results of its demographic research. To offset expenses incurred during this period, the Company may look at securing a shared space in an office with another non-competing business. Upon finding the appropriate location, the Company will enter into a lease or sub-lease agreement. We believe that we will have secured our initial office location within the next one hundred twenty (120) to one hundred eighty (180) days. The Company anticipates expending approximately $5,000 in its efforts to secure office space.
The Company has purchased a computer system and other office equipment and supplies for our initial sales offices, with a cost of approximately $29,000. The Company will also design and have printed all of the necessary forms and agreements used in its operations, at an estimated cost of $3,000.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements with any party.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
TenantWIZ Software Corp.
(A Development Stage Company)
Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative for the Period from May 21, 2007 (Inception) to August 31, 2008
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TenantWIZ Software Corp.
(A Development Stage Company)
Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative for the Period from May 21, 2007 (Inception) to August 31, 2008
| Page(s) |
Report of Independent Registered Public Accounting Firm | 1 |
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Consolidated Balance Sheets | 2 |
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Consolidated Statements of Operations and Comprehensive Loss | 3 |
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Statement of Changes in Stockholders' Equity | 4 |
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Consolidated Statements of Cash Flows | 5 |
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Notes to Financial Statements | 6 - -11 |
5296 South Commerce Drive, Suite 300
Salt Lake City, Utah 84107-5370
Telephone (801) 281-4700
Facsimile (801) 281-4701
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders
TenantWIZ Software Corp.
We have audited the accompanying consolidated balance sheets of TenantWIZ Software Corp. (the Company) as of August 31, 2008 and 2007, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended August 31, 2008, the period from May 21, 2007 (inception) to August 31, 2007, and the period from May 21, 2007 (inception) to August 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2008 and 2007, and the results of its operations and its cash flows for the year ended August 31, 2008, the period of May 21, 2007 (inception) to August 31, 2007, and the period of May 21, 2007 (inception) to August 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the consolidated financial statements, the Company has incurred losses since inception, and has generated minimal revenues from its planned principal operations. This raises substantial doubt about the Company’s ability to meet its obligations and to continue as a going concern. Management’s plans in regard to this matter are described in Note 5. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
December 16, 2008
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TenantWIZ Software Corp. | |||||||||
(A Development Stage Company) | |||||||||
Consolidated Balance Sheets | |||||||||
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| August 31, | |||||
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| 2008 |
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ASSETS | |||||||||
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Current assets |
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| Cash | $ | 1,783 |
| $ | 2,625 | |||
| Prepaid expenses (Note 8) |
| 3,825 |
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| - | |||
Total current assets |
| 5,608 |
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| 2,625 | ||||
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Property and Equipment (Note 7) |
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| Computers |
| 15,781 |
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| - | |||
| Furniture and fixtures |
| 5,151 |
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| - | |||
| Office equipment |
| 8,474 |
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| - | |||
| Accumulated depreciation |
| (2,276) |
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| - | |||
| Property and equipment, net |
| 27,130 |
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Total assets | $ | 32,738 |
| $ | 2,625 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
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Current liabilities |
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| Checks drawn in excess of bank balances | $ | 931 |
| $ | - | |||
| Accounts payable |
| 12,368 |
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| Stockholder loan (Note 4) |
| 10,960 |
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Total current liabilities |
| 24,259 |
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Stockholders' Equity (Note 6) |
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| Common stock, par value $.001, 100,000,000 shares |
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| authorized, 50,050,000 and 50,000,000 shares issued |
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| and outstanding at August 31, 2008 and 2007, resp. | 50,050 |
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| 50,000 | |||
| Additional paid-in capital |
| 224,957 |
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| (40,000) | |||
| Subscriptions receivable |
| - |
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| (5,250) | |||
| Accumulated other comprehensive income |
| 328 |
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| Deficit accumulated during the development stage |
| (266,856) |
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| (2,125) | |||
Total stockholders' equity |
| 8,479 |
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| 2,625 | ||||
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Total liabilities and stockholders' equity | $ | 32,738 |
| $ | 2,625 | ||||
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See accompanying notes to the financial statements | |||||||||
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TenantWIZ Software Corp. | |||||||||
(A Development Stage Company) | |||||||||
Consolidated Statement of Operations and Comprehensive Loss | |||||||||
| Year ended August 31, 2008 | May 21, 2007 (inception) to August 31, 2007 | May 21, 2007 (inception) to August 31, 2008 | ||||||
Revenues |
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| Sales revenue | $ | 1,441 |
| $ | - |
| $ | 1,441 |
Total revenue |
| 1,441 |
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| 1,441 | |
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Operating Expenses |
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| Advertising |
| 67,705 |
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| - |
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| 67,705 |
| Professional fees |
| 48,500 |
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| - |
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| 48,500 |
| Travel expenses |
| 38,761 |
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| - |
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| 38,761 |
| Rental expenses |
| 33,729 |
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| - |
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| 33,729 |
| Meals & entertainment |
| 32,349 |
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| - |
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| 32,349 |
| Depreciation |
| 2,393 |
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| - |
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| 2,393 |
| Other general & administrative |
| 39,721 |
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| 2,125 |
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| 41,846 |
Total operating expenses |
| 263,158 |
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| 2,125 |
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| 265,283 | |
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Operating loss |
| (261,717) |
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| (2,125) |
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| (263,842) | |
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Other income (expense) |
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| Interest income |
| 60 |
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| 60 |
| Interest expense |
| (214) |
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| - |
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| Loss on foreign currency transactions |
| (2,860) |
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| - |
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| (2,860) |
Total other income (expense) |
| (3,014) |
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| (3,014) | |
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Net loss applicable to common stockholders | $ | (264,731) |
| $ | (2,125) |
| $ | (266,856) | |
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Other comprehensive loss: |
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| Foreign currency translation adjustment |
| 328 |
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| 328 |
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Total comprehensive loss | $ | (264,403) |
| $ | (2,125) |
| $ | (266,528) | |
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Basic and diluted loss per common share | $ | (0.01) |
| $ | (0.00) |
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Weighted average shares outstanding |
| 50,019,153 |
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| 10,000,000 |
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See accompanying notes to the financial statements | |||||||||
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TenantWIZ Software Corp. | ||||||||||||||||||||
(A Development Stage Company) | ||||||||||||||||||||
Statement of Changes in Stockholders' Equity | ||||||||||||||||||||
For the Period from May 21, 2007 (Inception) to August 31, 2008 | ||||||||||||||||||||
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| Deficit Accumulated During the Development Stage |
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| Accumulated Other Comprehensive Income |
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| Amount |
|
|
|
|
| |||||||||||
Balance, May 21, 2007 (Inception) | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
| Common stock issued for cash | 50,000,000 |
|
| 50,000 |
|
| (40,000) |
|
| (5,250) |
|
| - |
|
| - |
|
| 4,750 |
| Net loss for the period of May 21, 2007 (inception) to August 21, 2007) | - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| (2,125) |
|
| (2,125) |
Balance, August 31, 2007 | 50,000,000 |
|
| 50,000 |
|
| (40,000) |
|
| (5,250) |
|
| - |
|
| (2,125) |
|
| 2,625 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued for cash, May 3, 2008 | 20,000 |
|
| 20 |
|
| 99,980 |
|
| - |
|
| - |
|
| - |
|
| 100,000 |
| Common stock issued for purchase of subsidiary, April 1, 2008 | 30,000 |
|
| 30 |
|
| 149,970 |
|
| - |
|
| - |
|
| - |
|
| 150,000 |
| Collection of subscriptions receivable | - |
|
| - |
|
| - |
|
| 5,250 |
|
| - |
|
| - |
|
| 5,250 |
| Capital contributions from company director | - |
|
| - |
|
| 15,007 |
|
| - |
|
| - |
|
| - |
|
| 15,007 |
| Foreign currency translation adjustment | - |
|
| - |
|
| - |
|
| - |
|
| 328 |
|
| - |
|
| 328 |
| Net loss for the year ended August 31, 2008 | - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| (264,731) |
|
| (264,731) |
Balance, August 31, 2008 | 50,050,000 |
| $ | 50,050 |
| $ | 224,957 |
| $ | - |
| $ | 328 |
| $ | (266,856) |
| $ | 8,479 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements | ||||||||||||||||||||
4
TenantWIZ Software Corporation | ||||||||||||
(A Development Stage Company) | ||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||
|
|
| May 21, 2007 (inception) to August 31, 2008 | |||||||||
Year ended August 31, 2008 | May 21, 2007 (inception) to August 31 2007 | |||||||||||
|
| |||||||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
| ||||
| Net loss | $ | (264,731) |
| $ | (2,125) |
| $ | (266,856) | |||
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
|
| ||||
| cash used in operating activities: |
|
|
|
|
|
|
|
| |||
|
| Depreciation |
| 2,393 |
|
| - |
|
| 2,393 | ||
| ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||
|
| Increase in prepaid expenses |
| (4,041) |
|
| - |
|
| (4,041) | ||
|
| Increase in accounts payable |
| 12,952 |
|
| - |
|
| 12,952 | ||
Net cash used in operating activities |
| (253,427) |
|
| (2,125) |
|
| (255,552) | ||||
|
|
|
|
|
|
|
|
|
|
| ||
Cash flows from investing activities |
|
|
|
|
|
|
|
| ||||
|
| Purchase of equipment |
| (30,776) |
|
| - |
|
| (30,776) | ||
|
| Net cash acquired in acquisition |
| 150,000 |
|
| - |
|
| 150,000 | ||
Net provided by investing activities |
| 119,224 |
|
| - |
|
| 119,224 | ||||
|
|
|
|
|
|
|
|
|
|
| ||
Cash flows from financing activities |
|
|
|
|
|
|
|
| ||||
|
| Proceeds from bank overdraft |
| 931 |
|
|
|
|
| 931 | ||
|
| Proceeds from stockholder loan |
| 11,588 |
|
|
|
|
| 11,588 | ||
|
| Stockholder contributions |
| 15,007 |
|
| - |
|
| 15,007 | ||
|
| Proceeds from sale of stock |
| 105,250 |
|
| 4,750 |
|
| 110,000 | ||
Net cash provided by financing activities | 132,776 |
|
| 4,750 |
|
| 137,526 | |||||
|
|
|
|
|
|
|
|
|
|
| ||
Effect of exchange rate on cash |
| 585 |
|
| - |
|
| 585 | ||||
|
|
|
|
|
|
|
|
|
|
| ||
Increase (decrease) in cash |
| (842) |
|
| 2,625 |
|
| 1,783 | ||||
Cash at beginning of period |
| 2,625 |
|
| - |
|
| - | ||||
Cash at end of period | $ | 1,783 |
| $ | 2,625 |
| $ | 1,783 | ||||
|
|
|
|
|
|
|
|
|
|
| ||
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
| ||||
| Cash paid for interest | $ | - |
| $ | - |
| $ | - | |||
| Cash paid for income taxes | $ | - |
| $ | - |
| $ | - | |||
|
|
|
|
|
|
|
|
|
|
| ||
Schedule of Non-Cash Investing and Financing Activities: |
|
|
| |||||||||
| Issuance of shares for acquisition of subsidiary | $ | 150,000 |
| $ | - |
| $ | 150,000 | |||
|
|
|
|
|
|
|
|
|
|
| ||
See accompanying notes to the financial statements | ||||||||||||
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5
TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative from May 21, 2007 (Inception) to August 31, 2008
1.
BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated financial statements include the financial statements of TenantWIZ Software Corp. (the Parent) for the period of inception on May 21, 2007 through August 31, 2008 consolidated with the financial statements of TenantWIZ Software, Inc., its wholly-owned subsidiary (the Subsidiary), for the period of establishment on April 1, 2008 through August 31, 2008. All intercompany transactions and balances have been eliminated in the consolidation. The Parent and Subsidiary are collectively referred to as “the Company.”
2. ORGANIZATION
The Company was incorporated on May 21, 2007, in the State of Nevada, U.S.A. Its principal offices are based in Los Angeles, California. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is August 31.
The Company is a development stage company that engages primarily in the development of intelligent web-based software solutions. Utilizing its Internet software, the Company provides a vacation rental software suite that allows individuals with little to no experience of complex programming languages or website design knowledge to build, market, and maintain a professional vacation rental website. To date, the Company’s activities have been limited to its formation, minimal operations, and the raising of equity capital.
On April 1, 2008, the Company established and acquired the Subsidiary, which set up its offices in British Columbia, Canada. The Company has established the Subsidiary to engage in operations in Canada, as it perceives there to be a significant market there. The Company purchased 100% of the shares outstanding of the Subsidiary by issuing 30,000 shares of its common stock valued at $5 per share to the Company’s President, who also owned all shares outstanding in the Subsidiary prior to the acquisition. Prior to the acquisition, the Subsidiary had no operations other than the sale of stock to the Company’s President.
3. SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of August 31, 2007 or 2008.
6
TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative from May 21, 2007 (Inception) to August 31, 2008
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income taxes
Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109“Accounting for Income Taxes,”and clarified by FIN 48,“Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Development stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carry forwards generated during the period from May 21, 2007 (date of inception) through August 31, 2008 of $266,856 will begin to expire in 2027. Accordingly, deferred tax assets of approximately $93,400 were offset by a valuation allowance, which increased by approximately $92,700 and $700 during the periods ended August 31, 2008 and 2007, respectively.
Share Based Expenses
The Company follows SFAS No. 123R “Share Based Payment.” This Statement is a revision to SFAS 123 and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” This Statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This Statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the Company and expenses share-based costs in the period incurred.
Foreign Currency Translation
The Company’s Subsidiary’s functional currency is the Canadian dollar (CAD), while the Company’s reporting currency is the U.S. dollar (USD). All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with SFAS No. 52,"Foreign Currency Translation"as follows:
i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii) Equity at historical rates.
iii) Revenue and expense items at the average rate of exchange prevailing during the period.
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.
7
![[twizaug0810kfinal011.gif]](https://capedge.com/proxy/10-K/0001056520-08-000719/twizaug0810kfinal011.gif){kind=small}
TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative from May 21, 2007 (Inception) to August 31, 2008
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
Revenue is generated from two sources: account set-up fees and customer monthly subscriptions. When customers first generate an account, they are charged a one time set-up fee then a recurring monthly fee as a subscription to the service. Because customers subscribe to the web-based software service on a monthly basis, there are no long-term commitments or other contracts. However, the Company believes that because customers benefit from continued use, retention and thus continued revenue from a single customer is very likely.
The TenantWIZ service includes the following:
1.Dedicated Personal Website – Customers receive their own dedicated personal Website on their own domains. The Company also offers free customization services for design and additional program functionality.
2.Unlimited Software Upgrades - The Company is continuously working on improving the TenantWIZ software system by adding new features, improving usability, and testing the system. The TenantWIZ vacation rental software system is automatically upgraded periodically as upgrades become available.
3.Software Support & Assistance - The Company provides customers with the online rental software system assistance and trouble-shooting at no additional cost.
4.Marketing Tools - The TenantWIZ service is soon to include an all new vacation rental listing service at tenantwizmall.com. Customers will experience the ability to post free listings on the TenantWIZ Mall Website for a limited time.
Revenue is recognized when (1) the evidence of the agreement exists, (2) services have been rendered, (3) the price is fixed or determinable, and (4) collectibility is reasonably assured. The set-up fee is recognized almost immediately, since the Company's obligation to establish the customer’s account occurs in less than 24 hours and the fee is paid at the time of set-up. Monthly subscription fees are recognized over the course of the month, and any deferred revenue is included in current liabilities. The Company has generated revenues from its TenantWIZ service of $1,441 since inception, and there was no deferred revenue at August 31, 2008,
Recently Issued Accounting Pronouncements
In May 2008, FASB issued SFAS No. 163,“Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.”Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60,“Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under SFAS No. 5, “Accounting for Contingencies.”
8
![[twizaug0810kfinal013.gif]](https://capedge.com/proxy/10-K/0001056520-08-000719/twizaug0810kfinal013.gif){kind=small}
TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative from May 21, 2007 (Inception) to August 31, 2008
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Pronouncements (continued)
This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how SFAS No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.
In May 2008, FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This pronouncement has no effect on this Company’s financial reporting at this time.
In March of 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, “Accounting for Derivatives and Hedging Activities.” SFAS No. 161 has the same scope as SFAS No. 133, but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS 141(R)”) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). These standards aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The provisions of SFAS 141 (R) and SFAS 160 are effective for the fiscal year beginning April 1, 2009. The adoption of SFAS 141(R) and SFAS 160 has not impacted the Company’s financial statements.
9
![[twizaug0810kfinal015.gif]](https://capedge.com/proxy/10-K/0001056520-08-000719/twizaug0810kfinal015.gif){kind=small}
TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative from May 21, 2007 (Inception) to August 31, 2008
3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Pronouncements (Continued)
In December, 2007, the FASB issued SFAS No. 160,“Non-controlling interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 applies to “for-profit” entities that prepare consolidated financial statements where there is an outstanding non-controlling interest in a subsidiary. The Statement requires that the non-controlling interest be reported in the equity section of the consolidated balance sheet but identified separately from the parent. The amount of consolidated net income attributed to the non-controlling interest is required to be presented, clearly labelled for the parent and the non-controlling entity, on the face of the consolidated statement of income. When a subsidiary is de-consolidated, any retained non-controlling interest is to be measured at fair value. Gain or loss on de-consolidation is recognized rather than carried as the value of the retained investment. The Statement is effective for fiscal years and interim periods beginning on or after December 15, 2008. It cannot be adopted earlier but, once adopted, is to be applied retroactively. This pronouncement has no effect on this Company’s financial reporting at this time.
4. RELATED PARTY TRANSACTIONS
During the year ended August 31, 2008, the Company’s President personally funded $15,007 of the Company’s operating expenses. This amount has been recorded as contributed capital as of August 31, 2008, and in selling, general and administrative expenses for the year then ended.
During the year ended August 31, 2008, the Company’s President advanced the Company $11,667 CAD at zero interest to fund operations (translated to USD $10,960 as of the balance sheet date). The loan is due on demand and as such is included in current liabilities as of August 31, 2008. Imputed interest has been considered but is determined to be immaterial to the financial statements as a whole and has not been included herein.
5. GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of August 31, 2008, the Company has a negative working capital balance of $18,651 and an accumulated deficit of $266,856. The Company intends to fund operations through equity financing arrangements, including personal capital contributions, which may be insufficient to fund its capital expenditures, working capital, and other cash requirements for the next twelve months.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and its ability to implement its business plan and ultimately, recognize revenues.
10
![[twizaug0810kfinal017.gif]](https://capedge.com/proxy/10-K/0001056520-08-000719/twizaug0810kfinal017.gif){kind=small}
TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Year Ended August 31, 2008,
the Period from May 21, 2007 (Inception) to August 31, 2007, and
Cumulative from May 21, 2007 (Inception) to August 31, 2008
5. GOING CONCERN AND LIQUIDITY CONSIDERATIONS (CONTINUED)
In response to these problems, management intends to raise additional funds through public or private placement offerings, and to contribute personal capital as necessary.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
6. STOCKHOLDERS’ EQUITY
During the year ended August 31, 2008, the Company issued 30,000 shares of common stock at $5 per share in acquisition of its Subsidiary (see Note 2), and 20,000 shares of common stock at $5 per share for $100,000 cash in a private placement.
On March 24, 2008, the Board of Directors authorized a 5:1 forward split on its common stock. All shares issued prior to the split have been retroactively restated to include the effects of the split, resulting in 50,050,000 shares of common stock outstanding at August 31, 2008.
7. PROPERTY AND EQUIPMENT
During the year ended August 31, 2008, the Company acquired computers, furniture and fixtures, and office equipment, which is depreciated using the straight-line method over useful lives ranging from three to five years. Property and equipment at August 31, 2008 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
| Useful |
|
|
| Accumulated |
| Carrying |
Property and equipment: |
| Life (yrs) |
| Cost |
| Depreciation |
| Value |
Computers |
| 5 |
| $ 15,781 |
| $ 1,048 |
| $ 14,733 |
Furniture and fixtures |
| 3 |
| 5,151 |
| 669 |
| 4,482 |
Office equipment |
| 3 - 5 |
| 8,474 |
| 559 |
| 7,915 |
Total |
|
|
| $ 29,406 |
| $ 2,276 |
| $ 27,130 |
|
|
|
|
|
|
|
|
|
Depreciation for the year ended August 31, 2008 totaled $2,393 after the effects of foreign currency translation.
8. COMMITMENTS AND CONTINGENCIES
In April 2008, the Subsidiary entered into a lease agreement to rent office space requiring monthly payments of $1,774 CAD until the lease expires in April 2009. A two-month security deposit of $3,521 USD was paid and included in prepaid expenses. Rent expense for the period of the lease’s inception through August 31, 2008 totaled $7,929 USD.
11
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Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None. Not applicable.
Item 9AT –Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidated subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.
Management’s Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2008, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of August 31, 2008 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisitions, use, or disposition of the Company’s assets that could have a material affect on the Company’s financial statements are prevented or timely detected.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of this Annual Report on Form 10-K for the year ended August 31, 2008, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act based on the framework inInternal Control – Integrated Framework,issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures were effective as of August 31, 2008. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting.
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
Item 9B. Other Information
No items required to be reported on Form 8-K during the fourth quarter of the year covered by this report were not previously reported on Form 8-K.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Our directors serve until their successors are elected and qualified. Our Board of Directors (the “Board”) elects our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The Board has no nominating or compensation committee at this time. Our current Audit Committee consists of our sole officer and director.
The name, address, age, and position of our present officers and directors are set forth below:
Name and Address | Age | Position(s) |
Robert Kanaat | 30 | President, CEO, Secretary, Treasurer, Director |
Mr. Kanaat has held his position as sole officer and director since inception and is expected to hold his office at least until the next annual meeting of our stockholders.
Background
ROBERT KANAAT, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER
Mr. Kanaat earned a Bachelor of Arts degree in Political Science (2000) from New York University's College of Arts and Sciences. Mr. Kanaat began his entrepreneurial activities in 2001 when he founded iSculptors, Inc., a firm specializing in interactive Web design services, developing feature-rich websites and web applications with Active Server Pages (ASP), Macromedia Flash, Databases, and other Web-based technologies. In 2004, Mr. Kanaat was the co-founder and CEO of Elemental Software, Inc., a Los Angeles-based Internet technology company which developed proprietary Web-based Shopping Cart software which was marketed within North America. Mr. Kanaat created all of the product and service offerings and assisted in recruiting talented personnel at important stages in the development of the business. Since May 2007, Mr. Kanaat has been the founder and President of TenantWIZ Software Corp. which is the proprietary developer of a web-based Vacation Rental software system, Tenantwiz.com.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, our executive officers, directors and persons who beneficially own more than 10% of our common stock are not required to file initial reports of ownership and reports of changes in ownership with the SEC under Section 16(a) of the Exchange Act.
Audit Committee and Audit Committee Financial Expert Disclosure
The Company’s Board of Directors does not have a separately designated Audit Committee and an “Audit Committee financial expert”. Audit Committee functions are performed by our Board of Directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our Audit Committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls, and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditor and any outside advisors engagement by the audit committee.
The Board of Directors does not have an Audit Committee financial expert at this time due to the fact that the Company has only limited operations and no revenues. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
Item 11. Executive Compensation
Summary Compensation
We have made no provisions for paying cash or non-cash compensation to our officers and directors. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
The following table sets forth the compensation paid by us from inception on May 21, 2007, through August 31, 2008. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers up to August 31, 2008. 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
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Incentive Plan Compensation (US$) | Deferred Compensation (US$) | All Other Compensation (US$) | Total (US$) |
Robert Kanaat, Director, CEO, President, Secretary, Treasurer | 2007 2008 | $0 $0 | $0 $0 | $0 $0 | $0 $0 | $0 $0 | $0 $0 | $0 $0 | $0 $0 |
We did not pay any salaries in 2007 or 2008. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Employment Agreements
At this time, we have not entered into any employment agreements with our officers and directors. If there is sufficient cash flow available from our future operations, we may in the future enter into employment agreements with our officers and directors, or future key staff members.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date of this annual report, the total number of shares of our common stock owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class (1) |
Common | Robert Kanaat (2) | 10,000,000 | 19.98% |
Common | Officers and Directors as a Group – (2) | 10,000,000 | 19.98% |
Based on 50,050,000 shares of common stock issued and outstanding as of August 31, 2008. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Mr. Kanaat indirectly owns his shares through E-Resolve, Inc., a private corporation. Mr. Kanaat is the sole officer/director of that corporation and has sole investment and voting power of the shares owned by it.
Item 13 – Certain Relationships and Related Transactions, Director Independence
On May 21, 2007, the Company issued 10,000,000 shares of common stock at $0.0002 per share to Mr. Robert Kanaat, our sole officer and director, for total consideration of $2,000. Also on May 21, 2007, we issued a total of 40,000,000 for cash consideration of $8,000, or $0.0002 per share, to 32 individual accredited investors. These securities were sold, without being registered under the Act, in reliance upon the exemption contained in Section 4(2) thereof and Rule 504 promulgated thereunder.
During the year ended August 31, 2008, Mr. Kanaat personally funded $15,007 of the Company’s operating expenses. This amount has been recorded as contributed capital as of August 31, 2008, and in selling, general and administrative expenses for the year then ended.
During the year ended August 31, 2008, Mr. Kanaat advanced the Company $11,667 CAD at zero interest to fund operations (translated to USD $10,960 as of the balance sheet date). The loan is due on demand and as such is included in current liabilities as of August 31, 2008. Imputed interest has been considered but is determined to be immaterial to the financial statements as a whole and has not been included therein.
Item 14 – Principal Accountant Fees and Services
Audit Fees: All fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements and the review of financial statements included in the Registrant's Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
2008:
$8,000
2007:
$5,000
Audit-Related Fees: All fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Registrant's financial statements and are not reported under Item 9(e)(f1) of Schedule 14A.
2008:
$0
2007:
$0
Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning:
2008:
$ 0
Nature of Services: None (see note below)
2007:
$ 0
Nature of Services: None (see note below)
Preparation of the Company’s corporate tax return for the fiscal year ended August 31, 2008 and 2007 is currently underway.
All Other Fees:
2008:
$ 0
2007:
$ 0
(5) Our Audit Committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.
PART IV
Item 15 – Exhibits, Financial Statement Schedules
The following exhibits are included with this filing:
Exhibit
Number
Description
3(i)
Articles of Incorporation (1)
3(ii)
Bylaws (1)
14
Code of Ethics
31.1
Rule 13a-14(a)/15d-14(a) Certification
32.1
Section 1350 Certification
Filed with the Securities and Exchange Commission on November 2, 2007 as an exhibit numbered as indicated above, to the Registrant’s registration statement on Form SB-2 (file no. 333-147106 which exhibit is incorporated herein by reference.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
December 15, 2008
TenantWIZ Software Corp.
By:
![[twizaug0810kfinal021.gif]](https://capedge.com/proxy/10-K/0001056520-08-000719/twizaug0810kfinal021.gif)
_________________________________
Robert Kanaat, President (principal
executive officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates included.
December 15, 2008
By:![[twizaug0810kfinal023.gif]](https://capedge.com/proxy/10-K/0001056520-08-000719/twizaug0810kfinal023.gif)
_______________________________
Robert Kanaat, President (principal
executive officer), Chief Financial Officer
(principal financial officer), Treasurer,
principal accounting officer and member of
the Board of Directors
