UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| [X] | ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED AUGUST 31, 2010 |
Commission file number 333-147299
BIDFISH.COM INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
40 Court Street, Suite 178
Middlebury, VT 05753
(Address of principal executive offices, including zip code.)
(802) 385-1083
(telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
YES [ ] NO [X]
Indicate by check mark whether the registrant(1) has filed all reports required 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 day. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy 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 if the Exchange Act.
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
| Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [X] 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, or the average bid and asked price of such common equity, $0 as of January 11, 2011.
State the number of shares outstanding of each of the issuer’s classes of equity stock, as of the latest practicable date:
214,520,000 common shares issued and outstanding as of January 11, 2011.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business. | 3 |
| Item 1A. | Risk Factors. | 5 |
| Item 2. | Properties. | 5 |
| Item 3. | Legal Proceedings. | 6 |
| Item 4. | Submission of Matters to a Vote of Security Holders. | 6 |
| PART II | ||
| Item 5. | Market for Common Equity and Related Stockholder Matters | 6 |
| Item 6. | Selected Financial Data. | 6 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation. | 7 |
| Item 8. | Financial Statements and Supplementary Data. | 8 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 20 |
| Item 9A. | Controls and Procedures. | 20 |
| Item 9B. | Other Information. | 21 |
| PART III | ||
| Item 10. | Directors and Executive Officers, Promoters and Control Persons. | 21 |
| Item 11. | Executive Compensation. | 23 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management. | 25 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 26 |
| Item 14. | Principal Accounting Fees and Services. | 26 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules. | 27 |
PART I
| ITEM 1. | BUSINESS. |
Business History
Bidfish was incorporated on June 27, 2006, under its former name “Park and Sell Corp.” Our resident agent is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Prior to September 15, 2009, we were engaged in the business of offering vehicles, ATVs, motorcycles, campers, RVs and boats for sale privately at a fixed fee. It was our intention to be one of the few website driven businesses up and operating offering buyers and sellers the opportunity to search, view, contact, buy and sell privately owned vehicles, ATVs, motorcycles, campers, RVs and boats. We commenced limited operations including a feasibility study and the search for an appropriate facility location. As our management conducted due diligence on the recreational vehicle industry, management realized that this industry did not present the best opportunity for our company to realize value for our shareholders. In an effort to substantiate shareholder value, then sought to identify, evaluate and investigate various companies and compatible or alternative business opportunities with the intent that, should the opportunity arise, a new business be pursued.
Effective September 15, 2009, we completed a merger with our wholly-owned subsidiary, Bidfish.com Inc. a Nevada corporation, for the purpose of effecting a change in our name from “Park and Sell Corp.” to “Bidfish.com Inc.” During our company’s past fiscal quarter, management determined to abandon our current business plan, consisting of recreational vehicle sales and leasing due to the lack of success in the current business and our inability to attract further financing for this business. Accordingly, during the past fiscal quarter, management decided to change our business focus to online entertainment shopping, specifically online auctions of consumer goods. In connection with the change of business focus, we changed our name from Park and Sell Corp. to Bidfish.com Inc.
In addition, effective September 15, 2009, we effected a 31 for one forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.0001 par value. Our issued and outstanding has increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
Our common stock was quoted on the NASD Over-the-Counter Bulletin Board under the new symbol "BDFH" effective at the opening of the market on September 24, 2009.
Background
We operate the website “Bidfish.com” which is an online entertainment shopping portal. We plan to sell “bids” to customers who then use them to bid on consumer products that we sell through an auction system on the website. We are planning to auction products such as PC's, MP3 players, camera's and TV's.
Products would be shipped either direct from the distributor or from our facility. We have not made any sales to date and we do not currently maintain an inventory of the products we plan to sell. We plan to market the website through online advertising, print media and TV advertising.
We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate sales through the likes of banners on their websites. Affiliate websites need only to provide a link to bidfish.com, which in turn operates the order processing, shipping, and customer service. We do not currently have an affiliate program in place as of the date of this filing.
3
Our website
We have already lined up an outside technology provider to develop our website. The website will be located at the domain bidfish.com
Marketing Strategy
Web marketing will start with our known contacts whom we will ask to recommend our site. We will continue the strategy with long-term efforts to develop recognition in professional forums. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.
We plan to market the website through print media and television advertising.
We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate sales through the likes of banners on their websites. Affiliate websites need only to provide a link to bidfish.com, which in turn operates the order processing, shipping, and customer service. We do not currently have an affiliate program in place as of the date of this filing.
Competition
We face competition from a number of other similar operations plus the more traditional ways of selling consumer goods such as newspaper ads and specific trade publications. We will be at a competitive disadvantage since these businesses are more established within their network. Many of our competitors will have greater existing customer bases, operating histories, technical support, staffing and other resources than we do at this time. There can be no assurances that we will be able to break into this industry offering a new service.
Competition for business will be based on marketing, personal contacts, services offered, reputation and in some instances, cost.
We do not currently have a strong competitive position in this market. We will have to develop our competitive position. It will be attempted primarily through the promotion and use of the web site.
Government Regulation
We are not currently subject to direct federal, state, provincial, or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online o r require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.
4
We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our services are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we ar e required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.
Insurance
We do not maintain any insurance relating to our business or operations. Sellers offering their property for sale on our site will be responsible for maintaining the necessary insurance.
Employees
We are a development stage company and currently have no employees, other than our sole officer and director.
Our Office
Our office is located at 40 Court Street, Suite 179 Middlebury, VT 05753. Our phone number is 802-385-1083.
| ITEM 1A. | RISK FACTORS. |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| ITEM 2. | PROPERTIES. |
Our administrative office is located at Suite 219-10654 82nd Avenue NW, Edmonton, Alberta, T6E 2A7 and our telephone number is (780) 710-9840. We are currently actively searching for new lease office and warehouse space. We will require a location that provides us with the space necessary to store inventory, package and label our products, and for office administration. We have one website address, bidfish.com.
5
| ITEM 3. | LEGAL PROCEEDINGS. |
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
None.
PART II
| ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
As of January 11, 2011 there were 36 holders of record of our common stock. As of such date, 214,520,000 common shares were issued and outstanding. Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “BDFH”.
On September 15, 2009, we completed a 31 for one forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.0001 par value. Our issued and outstanding has increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
There are no outstanding options or warrants to purchase, or securities convertible into, our common shares. We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.
Recent Sales of Unregistered Securities
There have been no recent sales of unregistered securities.
| ITEM 6. | SELECTED FINANCIAL DATA. |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
6
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Results of Operations
For the year ending August 31, 2010 we had net loss of $41,769 compared to net loss of $111,142 in 2009. The significantly reduced loss was due to reduction of general and administrative expenses from $5,155 in 2009 to $1,106 in 2010, professional and consulting fees of $105,987 in 2009 to $40,663 in 2010. The reduction in general and administrative expenses and professional and consulting fees were due to our continued effort to streamline our operations in 2010 and the termination in 2010 of consulting agreement signed in 2009.
Inception through August 31, 2010 losses total $212,851. General and administrative expenses are the principal component of our losses since inception.
Financial Condition, Liquidity and Capital Resources
At August 31, 2010, we had cash and total asset of $22,522, and working capital and net asset of $15,942.
As of August 31, 2010, our total liabilities were $6,580 comprised of accounts payable and accrued expenses. This compares to our total liabilities of $9,446 at August 31, 2009.
During the year ended August 31, 2010 we were advanced $18,993 from the sole director Mr. Juan Espinosa who is also a shareholder of the Company. The full debt was subsequently forgiven by Mr. Espinosa during August, 2010.
Cash Requirements
Over the next twelve months we intend to raise funds to commence marketing our products, purchasing product inventory and for general and administrative expenditures, as follows:
Estimated Funding Required During the Next Twelve Months
| General and Administrative | $ | 25,000 | ||
| Operations - website Development and Promotion | $ | 75,000 | ||
| Total | $ | 100,000 |
As of August 31, 2010, we had working capital of $15,942. We will require additional financing before we generate significant revenues. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements.
There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.
7
Recently Issued Accounting Standards
The adoption of recently issued pronouncements is not expected to have a material effect on our financial position or results of operation.
Application of Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
| ITEM 8. | FINANCIAL STATEMENTS. |
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
The following consolidated financial statements are filed as part of this annual report:
| - | Report of Independent Registered Public Accounting Firm dated January 7, 2011; |
| - | Report of Independent Registered Public Accounting Firm dated November 26, 2008: |
| - | Balance Sheets at August 31, 2010 and 2009; |
| - | Statements of Operations for the years ended August 31, 2010 and 2009, and for the period from June 27, 2006 (inception) to August 31, 2010; |
| - | Statement of Stockholders’ Equity (Deficit) from June 27, 2006 (inception) to August 31, 2010; |
| - | Statements of Cash Flows for the years ended August 31, 2010 and 2009, and the period from June 27, 2006 (inception) to August 31, 2010; |
| - | Notes to the Financial Statements. |
8
Bidfish.com Inc.
(A Development Stage Company)
August 31, 2010
Index | |
| Report of Independent Registered Public Accounting Firm | F–1 |
| Report of Independent Registered Public Accounting Firm | F–2 |
| Balance Sheets | F–3 |
| Statements of Operations | F–4 |
| Statements of Cash Flows | F–5 |
| Statement of Stockholders’ Equity (Deficit) | F–6 |
| Notes to the Financial Statements | F–7 |
9
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Bidfish.com Inc.
(A Development Stage Company)
Middlebury, VT
We have audited the accompanying balance sheets of Bidfish.com Inc. (the “Company”) as of August 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and for the period from June 27, 2006 (Inception) to August 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the cumulative totals of the Company for the period from June 27, 2006 (Inception) to August 31, 2008, which totals reflected a deficit of $59,940 accumulated during the development stage. Those financial statements and cumulative totals were audited by other auditors whose report dated November 26, 2008, expressed an unqualified opinion on th ose statements and cumulative totals, and included an explanatory paragraph regarding the Company’s ability to continue as a going concern. Our opinion, insofar as it relates to amounts included for that period is based on the report of other independent auditors, mentioned above.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bidfish.com Inc. as of August 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and the period from June 27, 2006 (Inception) to August 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2011 raise substantial doubt about its ability to continue as a going concern. The 2010 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
January 7, 2011
F-1
Report of Independent Registered Public Accounting Firm
To the Directors and Stockholders
Park and Sell Corp. (subsequently Bidfish.com Inc.)
(A Development Stage Company)
We have audited the statements of stockholders' deficit accumulated for the period from June 27, 2006 (Date of Inception) to August 31, 2008 of Park and Sell Corp. (subsequently Bidfish.com Inc.) (A Development Stage Company). 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). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the stockholders’ equity of Park and Sell Corp. (subsequently Bidfish.com Inc.) (A Development Stage Company) as of August 31, 2008, and accumulated from June 27, 2006 (Date of Inception) to August 31, 2008 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 26, 2008
F-2
Bidfish.com Inc.
(A Development Stage Company)
Balance Sheets
August 31, 2010 $ | August 31, 2009 $ | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 22,522 | 27,331 | ||||||
| Prepaid expenses | – | 20,833 | ||||||
| Total Assets | 22,522 | 48,164 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | 6,580 | 9,446 | ||||||
| Total Current Liabilities | 6,580 | 9,446 | ||||||
| Total Liabilities | 6,580 | 9,446 | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, 100,000,000 shares authorized, $0.00001 par value; None issued and outstanding | – | – | ||||||
Common stock, 3,100,000,000 shares authorized, $0.00001 par value; 214,520,000 shares issued and outstanding on August 31, 2010 and 2009 | 2,145 | 2,145 | ||||||
| Additional paid-in capital | 226,648 | 207,655 | ||||||
| Deficit accumulated during the development stage | (212,851 | ) | (171,082 | ) | ||||
| Total Stockholders’ Equity | 15,942 | 38,718 | ||||||
| Total Liabilities and Stockholders’ Equity | 22,522 | 48,164 | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
Bidfish.com Inc.
(A Development Stage Company)
Statements of Operations
Years Ended August 31, 2010 and 2009 and
the Period from June 27, 2006 (Inception) through August 31, 2010
| Year Ended | Year Ended | June 27, 2006 | ||||||||||
| August 31, | August 31, | (Inception) | ||||||||||
| 2010 | 2009 | to August 31, 2010 | ||||||||||
| $ | $ | $ | ||||||||||
| Expenses | ||||||||||||
| General and administrative | 1,106 | 5,155 | 17,124 | |||||||||
| Professional and consulting fees | 40,663 | 105,987 | 195,727 | |||||||||
| Total Expenses | 41,769 | 111,142 | 212,851 | |||||||||
| Net Loss | (41,769 | ) | (111,142 | ) | (212,851 | ) | ||||||
| Net Loss Per Share – Basic and Diluted | (0.00 | ) | (0.00 | ) | ||||||||
| Weighted Average Shares Outstanding | 214,520,000 | 214,520,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
Bidfish.com Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended August 31, 2010 and 2009 and
the Period from June 27, 2006 (Inception) through August 31, 2010
| Year Ended | Year Ended | June 27, 2006 | ||||||||||
| August 31, | August 31, | (Inception) to | ||||||||||
| 2010 | 2009 | August 31, 2010 | ||||||||||
| $ | $ | $ | ||||||||||
| Operating Activities | ||||||||||||
| Net loss for the period | (41,769 | ) | (111,142 | ) | (212,851 | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||||||
| Donated services | – | 2,400 | 12,800 | |||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Prepaid expenses | 20,833 | (20,833 | ) | – | ||||||||
| Accounts payable | (2,866 | ) | 5,636 | 6,580 | ||||||||
| Net Cash Used In Operating Activities | (23,802 | ) | (123,939 | ) | (193,471 | ) | ||||||
| Financing Activities | ||||||||||||
| Advance (repayment) from (to) related party | 18,993 | (24,509 | ) | 18,993 | ||||||||
| Proceeds from issuance of common stock | – | – | 197,000 | |||||||||
| Net Cash Provided by (Used in) Financing Activities | 18,993 | (24,509 | ) | 215,993 | ||||||||
| Increase (Decrease) in Cash and Cash Equivalents | (4,809 | ) | (148,448 | ) | 22,522 | |||||||
| Cash and Cash Equivalents - Beginning of Period | 27,331 | 175,779 | – | |||||||||
| Cash and Cash Equivalents - End of Period | 22,522 | 27,331 | 22,522 | |||||||||
| Supplemental Disclosures | ||||||||||||
| Interest paid | – | – | – | |||||||||
| Income taxes paid | – | – | – | |||||||||
| Non-cash Transaction | ||||||||||||
| Contributed Capital – Debt Forgiveness | 18,993 | – | 18,993 | |||||||||
The accompanying notes are an integral part of these financial statements.
F-5
Bidfish.com Inc.
(A Development Stage Company)
Statements of Stockholders’ Equity (Deficit)
the Period from June 27, 2006 (Inception) through August 31, 2010
| Common Stock | Additional Paid-In | Stock Subscription | Deficit Accumulated During the Development | |||||||||||||||||||||
| Shares | Par Value | Capital | Receivable | Stage | Total | |||||||||||||||||||
| # | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance - June 27, 2006 (Inception) | - | - | - | - | - | - | ||||||||||||||||||
| Common stock issued for cash at $0.000032 per share | 155,000,000 | 1,550 | 3,450 | (5,000 | ) | - | - | |||||||||||||||||
| Donated services | - | - | 800 | - | - | 800 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (16,309 | ) | (16,309 | ) | ||||||||||||||||
| Balance - August 31, 2006 | 155,000,000 | 1,550 | 4,250 | (5,000 | ) | (16,309 | ) | (15,509 | ) | |||||||||||||||
| Proceeds received from stock subscriptions receivable | - | - | - | 5,000 | - | 5,000 | ||||||||||||||||||
| Donated services | - | - | 4,800 | - | - | 4,800 | ||||||||||||||||||
| Net loss for the year | - | - | - | - | (4,906 | ) | (4,906 | ) | ||||||||||||||||
| Balance - August 31, 2007 | 155,000,000 | 1,550 | 9,050 | - | (21,215 | ) | (10,615 | ) | ||||||||||||||||
Common stock issued for cash at $0.0032 per share | 59,520,000 | 595 | 191,405 | - | - | 192,000 | ||||||||||||||||||
| Donated services | - | - | 4,800 | - | - | 4,800 | ||||||||||||||||||
| Net loss for the year | - | - | - | - | (38,725 | ) | (38,725 | ) | ||||||||||||||||
| Balance - August 31, 2008 | 214,520,000 | 2,145 | 205,255 | - | (59,940 | ) | 147,460 | |||||||||||||||||
| Donated services | - | - | 2,400 | - | - | 2,400 | ||||||||||||||||||
| Net loss for the year | - | - | - | - | (111,142 | ) | (111,142 | ) | ||||||||||||||||
| Balance - August 31, 2009 | 214,520,000 | 2,145 | 207,655 | - | (171,082 | ) | 38,718 | |||||||||||||||||
| Contributed capital – debt forgiveness | - | - | 18,993 | - | - | 18,993 | ||||||||||||||||||
| Net loss for the year | - | - | - | - | (41,769 | ) | (41,769 | ) | ||||||||||||||||
| Balance - August 31, 2010 | 214,520,000 | 2,145 | 226,648 | - | (212,851 | ) | 15,942 | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-6
Bidfish.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2010
1. Nature of Operations and Continuance of Business
Bidfish.com Inc. (the “Company”), was incorporated in the State of Nevada on June 27, 2006. Effective September 15, 2009, the Company completed a merger with its wholly-owned subsidiary, Bidfish.com Inc., a Nevada corporation, for the purpose of effecting a change in the Company’s name from Park and Sell Corp. to Bidfish.com Inc., and a change in business from recreational vehicle sales and leasing to online entertainment shopping, specifically online auctions of consumer goods.
The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard ASC915 “Accounting and Reporting by Development Stage Enterprises”.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2010, the Company has not generated any revenues and has accumulated losses of $212,851 since inception. These factors raise substantial doubt regarding the Company’s ability to continu e as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
| a) | Basis of Presentation |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company’s fiscal year-end is August 31.
| b) | Use of Estimates |
The preparation of financial statements in conformity with US 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. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses t hat are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| c) | Earnings (Loss) Per Share |
The Company computes earnings (loss) per share in accordance with ASC260, "Earnings per Share". ASC260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period 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.
| d) | Comprehensive Loss |
ASC220, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2010 and 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
| e) | Cash and Cash Equivalents |
The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash equivalents include a US bank draft from CIBC bank which is being held by the Company until the Company opens a new bank account.
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| f) | Financial Instruments |
Financial instruments which include cash were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations were in Canada prior to change of business in September, 2009, which resulted in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
| g) | Income Taxes |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
| h) | Foreign Currency Translation |
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC830, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
| i) | Revenue Recognition |
The Company will recognize revenue from referral fees in accordance with ASC 605 Revenue Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectibility is assured. There has been no revenue for the period from inception to August 31, 2010.
| j) | Newly Adopted Accounting Pronouncements |
In September 2006, the FASB issued ASC820, Fair Value Measurements and Disclosures (“ASC820”). This statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements, but does not require any new fair value measurements. ASC820 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted ASC820 for the Company’s financial assets and liabilities in the first quarter of fiscal 2010, and provisions for nonfinancial assets and liabilities in the first quarter of fiscal 2010, which did not result in recognition of a transaction adjustment to retained earnings or have a material impact on our financial condition, results of operations or cash flows.
In May 2009, the FASB issued ASC855, Subsequent Events (“ASC855”). This statement provides guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This statement is effective for interim or fiscal periods ending after June 15, 2009, and is applied prospectively. The Company adopted ASC855 in the year ended August 31, 2010; this adoption did not have any impact on the Company’s financial condition, results of operations or cash flows.
In June 2009, the FASB issued ASC105, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“ASC105”) which establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. ASC105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted ASC105 in the first quarter of fiscal 2010; this adoption did not have material impact on the Company’s financial condition, results of operations or cash flows.
3. Prepaid Expenses
On April 21, 2009, the Company entered into a Consulting Agreement with Public Company Advisors, Inc., an Alberta, Canada corporation to assist the Company with potential merger candidates, introduce potential investors to the Company, and to assist in analyzing and evaluating the Company’s operations, among other things. The term of the agreement is for a six-month period with an aggregate fee of $75,000, which was paid at the time of the signing of the agreement, of which $54,167 was recorded as consulting fees by August 31, 2009 and $20,833 was recorded as consulting fees during the year ended August 31, 2010.
F-8
4. Related Party Transactions
During the year ended August 31, 2009, the Company repaid its former president for his advances to the Company totalling $24,509.
From July 1, 2006 through his resignation on April 20, 2009, the former president provided management services and office space to the Company, each with a fair value of $200 per month for total donated services of $12,800 which was charged to operations and recorded as donated capital. As at August 31, 2010 and 2009, the Company had no balance owed to the former president.
During the year ended August 31, 2010 a shareholder and the director of the Company advanced $18,993 to the Company, which was forgiven and recorded as contributed capital. As at August 31, 2010, the Company had no balance owed to this shareholder and director.
5. Common and Preferred Stock
The Company’s authorized stocks consist of:
- 3,100,000,000 common shares at a par value of $0.00001, and
- 100,000,000 preferred shares at a par value of $0.00001.
On September 15, 2009, the board of directors approved a thirty-one (31) for one (1) forward stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein the Company would issue 31 shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. As a result, the authorized capital increased from 100,000,000 shares of common stock with a par value of $0.00001 to 3,100,000,000 shares of common stock with a par value of $0.00001. The stock split is presented retroactively in these financial statements.
On January 15, 2008, the Company issued 59,520,000 common shares at $0.003 per share for proceeds of $192,000.
As at August 31, 2010 and 2009, 214,520,000 shares of the Company’s common stock are issued and outstanding, and no shares of the Company’s preferred stock are issued and outstanding.
In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to received, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of the Articles of the Company.
6. Income Taxes
The company adopted the provision of ASC740, “Accounting for Income Taxes”. Pursuant to ASC740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely that not that it will utilize the net operating losses carried forward in future years.
The components of the net deferred tax asset at August 31, 2010 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are listed below:
| August 31, | August 31, | |||||||
| 2010 | 2009 | |||||||
| $ | $ | |||||||
| Net Loss before taxes | (41,769 | ) | (111,142 | ) | ||||
| Statutory rate | 34 | % | 34 | % | ||||
| Computed expected tax recovery | (14,201 | ) | (37,788 | ) | ||||
| Non-deductible expenses | – | 816 | ||||||
| Other | – | – | ||||||
| Change in valuation allowance | 14,201 | 36,972 | ||||||
| Reported income taxes | – | – | ||||||
| Deferred tax asset | ||||||||
| - Cumulative net operating losses | 68,512 | 54,311 | ||||||
| - Less valuation allowance | (68,512 | ) | (54,311 | ) | ||||
| Net deferred tax asset | – | – | ||||||
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The Company has incurred operating losses of $200,051 which will expire through to 2030. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating:
| Expiration | Date of | |||||||
| Net | Operating | |||||||
| Year Incurred | Loss | Loss | ||||||
| $ | ||||||||
| 2006 | 15,509 | 2026 | ||||||
| 2007 | 106 | 2027 | ||||||
| 2008 | 33,925 | 2028 | ||||||
| 2009 | 108,742 | 2029 | ||||||
| 2010 | 41,769 | 2030 | ||||||
| 200,051 | ||||||||
7. Subsequent Events
Subsequent to August 31, 2010 a shareholder and the director of the Company made payments of $9,387 on behalf of the Company. The advances are unsecured, non-interest bearing and have no fixed terms of repayment.
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to August 31, 2010, included in this report have been audited by LBB & Associates Ltd., LLP., as set forth in their report included in this report.
ITEM 9A. CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about pote ntial future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
As of August 31, 2010, the year end period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. There have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended August 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principals.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
Management conducted an evaluation of the design and operation of our internal control over financial reporting as of and for the year ended August 31, 2010. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. As a result of this assessment, management concluded that, as of and for the year ended August 31, 2010, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year and quarters ended August 31, 2010.
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.
| ITEM 9B. | OTHER INFORMATION |
None.
PART III
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. |
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present officers and directors are set forth below:
| Name and Address | Age | Position(s) |
| Juan Carlos Espinosa | 30 | president, principal executive officer, treasurer, |
| 40 Court Street, Suite 178 | principal financial officer, principal accounting | |
| Middlebury, Vermont | officer and a member of the board of directors. | |
The person named above has held their offices/positions since April 20, 2009 and is expected to hold his offices/positions until the next annual meeting of our stockholders.
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Background of officers and directors
On April 20, 2009 Mr. Michael Trumper resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director Mr. Ryan Lockhart resigned as Secretary and Director. Concurrent with their resignations, Juan Carlos Espinosa was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer/Secretary and sole member of the Company’s Board of Directors.
Mr. Espinosa graduated from Loyola Law School in Chicago with a law degree in international business. After receiving his degree in 2004, he returned to Panama and was appointed junior partner of Alvarez De Soto & Espinosa Jimenez law firm in Panama City. Mr. Espinosa’s private practice areas of expertise are commercial law, public registry, and Panamanian corporations. He also manages family real estate developments.
Conflicts of Interest
There are no conflicts of interest.
Involvement in Certain Legal Proceedings
Other than as described in this section, 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 yeas 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, o f 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.
22
Audit Committee and Charter
As at August 31, 2010 and the date of this report, we do not have a separately-designated audit committee of the board. Audit committee functions are performed by our sole director Mr. Juan Carlos Espinosa, who is not deemed independent, as he also holds 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 auditory and any outside advisors engagement by the audit committee.
Audit Committee Financial Expert
None of our directors or officers has the qualifications or experience to be considered a financial expert. 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. A copy of the chart of the audit committee is filed as an exhibit to this report.
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. A copy of the code of ethics is filed as an exhibit to this report.
Section 16(a) of the Securities Exchange Act of 1934
We are not subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date of this report.
| ITEM 11. | EXECUTIVE COMPENSATION. |
The following table sets forth the compensation paid by us for the last three fiscal years for the month ending February. The compensation addresses all compensation awarded to, earned by, or paid the to our named executive officers for the fiscal years ended August 31, 2010, 2009, 2008, 2007 and 2006. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
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Executive Officer Compensation Table
| Non- | Nonqualified | ||||||||
| Equity | Deferred | All | |||||||
| Name | Incentive | Compensa- | Other | ||||||
| and | Stock | Option | Plan | tion | Compen- | ||||
| Principal | Salary | Bonus | Awards | Awards | Compensation | Earnings | sation | Total | |
| Position | Year | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| President and Treasurer: | |||||||||
| Juan Carlos Espinosa | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Juan Carlos Espinosa | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Michael Trumper | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Michael Trumper | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Michael Trumper | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Vice President and Secretary: | |||||||||
| Juan Carlos Espinosa | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Juan Carlos Espinosa | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ryan Lockhart | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ryan Lockhart | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Ryan Lockhart | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
On April 20, 2009 Mr. Trumper and Mr. Lockhart resigned. Mr. Trumper resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director. Mr. Lockhart resigned as Secretary and Director. Concurrent with their resignations, Juan Carlos Espinosa was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer/Secretary and sole member of the Company’s Board of Directors. We do not anticipate paying any salaries in 2011. We do not anticipate paying salaries until we have commenced business operations.
Compensation of Directors
The following sets for compensation paid to members of our board of directors for the fiscal year ended August 31, 2010. The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.
Director’s Compensation Table
| Fees | |||||||
| Earned | Nonqualified | ||||||
| or | Non-Equity | Deferred | |||||
| Paid in | Stock | Option | Incentive Plan | Compensation | All Other | ||
| Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | |
| Name | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
| Juan Carlos Espinosa | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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Option/SAR Grants
There are no stock option, 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.
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 law suit, 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.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. |
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers 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.
| Direct Amount of | Percent | |
| Name of Beneficial Owner | Beneficial Owner | of Class |
| Juan Carlos Espinosa | 155,000,000 | 72.25% |
| All officers and directors as a group (1 Individual) | 155,000,000 | 72.25% |
Changes in Control
There are no arrangements which may result in a change of control of Bidfish.com Inc. There are no known persons that may assume control of us.
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
In December 31, 2006 we issued a total of 77,500,000 shares of restricted common stock to Michael Trumper, one of our officers and directors at the time in consideration of $2,500 and 77,500,000 shares of restricted common stock to Ryan Lockhart, one of our officers and directors at the time in consideration of $2,500.
On April 20, 2009, a Stock Purchase Agreement was entered into by and between Juan Carlos Espinosa and Michael Trumper and Ryan Lockhart. At the time of the Agreement, Michael Trumper served as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director and Ryan Lockhart served as Secretary and Director of the Company. Mr. Espinosa purchased the shares for the purchase price of $100,000.
During the year ended August 31, 2010 Mr. Juan Espinosa advanced $18,993 to the Company to pay for professional and filing fees incurred to maintain the Company’s quarterly and annual filings, the full amount of which was subsequently forgiven on August 31, 2010. A copy of the debt forgiven agreement is filed as an exhibit to this report. As at August 31, 2010 the Company had no balance owed to Mr. Espinosa.
Our office is located at 40 Court Street, Suite 178 Middlebury, VT 05753
Our phone number is 802-385-1083.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
| 2010 | $ | 12,360 | LBB & Associates Ltd., LLP Independent Registered Public Accountants | |
| 2009 | $ | 6,000 | LBB & Associates Ltd., LLP Independent Registered Public Accountants | |
| 2009 | $ | 7,267 | Manning Elliott, LLP, Independent Registered Public Accountants |
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
| 2010 | $ | 0 | LBB & Associates Ltd., LLP Independent Registered Public Accountants | |
| 2009 | $ | 0 | Manning Elliott, LLP, Independent Registered Public Accountants |
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(3) 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 was:
| 2010 | $ | 0 | LBB & Associates Ltd., LLP Independent Registered Public Accountants | |
| 2009 | $ | 0 | LBB & Associates Ltd., LLP Independent Registered Public Accountants |
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
| 2010 | $ | 0 | LBB & Associates Ltd., LLP Independent Registered Public Accountants | |
| 2009 | $ | 0 | LBB & Associates Ltd., LLP Independent Registered Public Accountants |
(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 AND FINANCIAL STATEMENT SCHEDULES. |
| Incorporated by reference | |||||
| Exhibit No. | Document Description | Form | Date | Number | Filed herewith |
| 3.1 | Articles of Incorporation. | SB-2 | 11/09/07 | 3.1 | |
| 3.2 | Bylaws. | SB-2 | 11/09/07 | 3.2 | |
| 4.1 | Specimen Stock Certificate. | SB-2 | 11/09/07 | 4.1 | |
| 14.1 | Code of Ethics. | X | |||
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 11th day of January, 2011.
| BIDFISH.COM INC. | ||
| (Registrant) | ||
| BY: | /S/ Juan Carlos Espinosa | |
| Juan Carlos Espinosa | ||
| President, Chief Executive Officer, Chief Financial Officer, Treasurer, Principal Accounting Officer and Secretary | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.
| Signature | Title | Date |
| /S/ Juan Carlos Espinosa | ||
| Juan Carlos Espinosa | President, Chief Executive Officer, | January 11, 2011 |
| Chief Financial Officer, Treasurer, | ||
| Principal Accounting Officer, Secretary and a member of the Board of Directors |
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EXHIBIT INDEX
| Incorporated by reference | |||||
| Exhibit No. | Document Description | Form | Date | Number | Filed herewith |
| 3.1 | Articles of Incorporation. | SB-2 | 11/09/07 | 3.1 | |
| 3.2 | Bylaws. | SB-2 | 11/09/07 | 3.2 | |
| 4.1 | Specimen Stock Certificate. | SB-2 | 11/09/07 | 4.1 | |
| 14.1 | Code of Ethics. | X | |||
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
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