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For purposes of this document, unless otherwise indicated or the context otherwise requires, all references herein to “Forever Valuable,” “we,” “us,” and “our,” refer to Forever Valuable Collectibles, Inc., a Colorado corporation.
Forward-Looking Statements
The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.
When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Forever Valuable is a corporation which was formed under the laws of the State of Colorado on November 29, 2007. We were a wholly-owned subsidiary of Fincor, Inc. (“Fincor”) until August 13, 2008.
On December 5, 2007, the directors of Fincor approved, subject to the effectiveness of a registration with the Securities and Exchange Commission, a spin-off to Fincor shareholders of record as of August 13, 2008 (the “Record Date”), on a pro rata basis, with one (1) Forever Valuable common share to be issued for each one (1) Fincor common share as of the Record Date. Since Fincor’s business is totally unrelated to the proposed activities of Forever Valuable, the Fincor directors decided it was in the best interest of Fincor and Forever Valuable and Fincor's shareholders to spin-off Forever Valuable to better define the role of Fincor. The spin-off was completed in August, 2008.
Business
We purchased our original inventory from Fincor. This was inventory which was originally acquired by Fincor from non-affiliated third parties at the same price as Fincor originally acquired the inventory. This inventory consisted exclusively of sports memorabilia. The inventory consists of commemorative professional and college sports teams and players and coaches on those teams. We acquired the inventory at the original purchase price of $3,211. To date, we have sold $1,085 of the inventory.
We plan to identify undervalued items that can be purchased at below retail prices and resold for a profit. We plan to use other sports memorabilia sellers and auction web sites and will also contact private collectors to develop our inventory. There is risk inherent in any transaction since the collectibles
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market can be volatile and collector’s tastes can change quickly. Our collectibles merchandise will initially be focused on sports memorabilia. We define sports memorabilia as any product directly related to a member of a professional or college sport. Our goal is to become a significant retailer of sports memorabilia in the United States. Once we have established our presence as a significant retailer of sports memorabilia, we may look at expanding our product line to include other collectibles. We plan to become a significant retailer of sports memorabilia by emphasizing growth through implementing a national operating strategy emphasizing internal revenue growth and profitability.
Key elements of our strategy include:
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| | Develop, Strengthen, and Expand Vendor Relationships. Vendors in the collectibles industry often recognize retailers based on certain volume levels and reputation. We will try to achieve preferred gallery status with key vendors which would entitle us to volume discounts, co-op advertising funds, shipping allowances and other benefits. We will also try to establish exclusive relationships with vendors for certain product lines and items. We will simultaneously focus on finding inventory on auction web sites and developing relationships with established sports memorabilia vendors throughout the United States, both individually and through trade shows. We will initially focus in the Western half of the United States and online but may also look for opportunities where we can find them. We have done initial research on auction web sites but have had no discussions with vendors at this time, nor have we attended any trade shows; |
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| | Develop Database Direct Mail, Telemarketing and Internet Marketing Programs. We plan to develop databases that detail the buying patterns and merchandise preferences of potential customers and enable us to conduct targeted database direct mail, telemarketing and Internet marketing programs. |
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| | Establish Operating Procedures. Initially we intend to focus on developing a centralized system to monitor our operations by auditing sales receipts, accounts payables, payroll, purchases and inventory levels and by implementing centralized cash management operations. |
Taxes
Various states are increasingly seeking to impose sales or use taxes on inter-state mail order sales and are aggressively auditing sales tax returns of mail order businesses. Complex legal issues arise in these areas, relating, among other things, to the required nexus of a business with a particular state, which may permit the state to require a business to collect such taxes. At the present time, we are not aware of any states in which we may operate who would impose sales taxes on our transactions. Although we believe that we can adequately provide for sales taxes on mail order sales, there can be no assurance as to the effect of actions taken by state tax authorities on our financial condition or results of operations. In the future, we may be required to collect sales tax on sales made to customers in all of the states in which we conducts our operations. The imposition of sales taxes on mail order sales generally has a negative effect on mail order sales levels. All of the factors cited above may negatively affect our financial condition and results of operations in the future. Any such impact cannot currently be quantified.
Operations, Management and Employees
Our plan is to concentrate our operations in the Western half of the United States and online through our website.
We have no full-time employees. We plan to use part-time independent contractors for sales. As we expand, we intend to hire employees. However, we have no present plans to do so.
Marketing and Promotion
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We expect to generate revenues in the next twelve months from memorabilia and collectibles operations using referrals from Fincor and unrelated individuals and entities that operate in the memorabilia and collectibles business. We also plan to market through direct contact with prospective customers. We have no sales representatives who solicit potential clients.
Patents and Trademarks
We do not currently have any patent or trademark protection. If we determine it is feasible to file for such trademark protection, we still have no assurance that doing so will prevent competitors from using the same or similar names, marks, concepts or appearance.
Competition
We have no operating history and, therefore, will have inherent difficulty competing in the crowded collectibles market. Large, well known auction houses and collectibles companies that have been in existence for many years have an extensive, well established client base with whom they have earned credibility and cemented strong long term relationships. We face the challenge of competing against well entrenched competition with limited capital. This becomes even more critical in the collectibles market, where the percentage of profits tends to increase exponentially with the size of the purchase. With the amount of collectibles of dubious origin being sold to unsuspecting buyers, we believe that it will take many years to establish the impeccable reputation necessary to garner the large list of satisfied clients that is essential for any successful collectibles business. We cannot expect to be a significant factor in the collectibles field in the foreseeable future.
We do not expect to pay dividends on common stock.
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.
Effect of Governmental Regulations: Compliance with Environmental Laws
We do not believe that we are subject to any material government or industry regulation.
Backlog
At December 31, 2010, we had no backlogs.
Research and Development
We have never spent any amount in research and development activities.
How to Obtain Our SEC Filings
We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.
Our investor relations department can be contacted at our principal executive office located at our principal office, located at 535 16th Street, Suite 820, Denver, Colorado 80202. Our telephone number is (303)573-1000.
ITEM 1A. RISK FACTORS
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You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.
The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.
If we do not generate adequate revenues to finance our operations, our business may fail.
On December 31, 2010, we had a nominal cash position of $519. We had a net loss of $79,893 for the year ended December 31, 2010, compared to a net loss from inception (November 29, 2007) through December 31, 2010 of $248,524. Operating costs are expected to range between $30,000 and $50,000, for the fiscal year ending December 31, 2011. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on a per transaction basis for selling our products. However, the operating costs and expected revenue generation are difficult to predict. We intend to generate revenues in the next twelve months from operations using referrals from Fincor, LLC, our former parent company, and unrelated individuals and entities that operate in the memorabilia and collectibles business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. In November, 2007, an organization named A-Squared agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 29, 2008, and extended to November 29, 2015. On November 26, 2009, a motion was presented and passed to extend the Maturity Date of the above notes to November 29, 2015. If we are unable to raise funds to cover any operating deficit after fiscal year ending December 31, 2015, our business may fail.
Because we had incurred a loss and have no history of operations, our accountants have expressed doubts about our ability to continue as a going concern.
For the fiscal period ended December 31, 2010, our accountants have expressed doubt about our ability to continue as a going concern as a result of lack of history of operations, limited assets, and operating losses since inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
● our ability to locate customers who will use our memorabilia and collectibles services; and
● our ability to generate revenues.
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect our operating costs to range between $30,000 and $50,000 for the fiscal year ending December 31, 2011. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.
Our success will depend upon our ability to develop relationships with key collectible vendors. If we cannot develop sufficient relationships, we may never become profitable.
Our performance depends, in large part, on our ability to purchase contemporary collectibles merchandise in sufficient quantities at competitive prices. We have no long-term purchase contracts or other contractual assurances of supply, pricing or access to new products. Because customers of collectibles merchandise often collect specific product lines, our inability to obtain collectibles merchandise from a particular vendor could have a material adverse effect on our financial condition and results of operations. Moreover, there can be no assurance that vendors will continue to manufacture desirable collectibles
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merchandise or that vendors will not discontinue manufacturing product lines that have proved popular. There can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to us, or that an inability to acquire suitable merchandise, or the loss of one or more key vendors, will not have a material adverse effect on our financial condition and results of operations.
We must compete in a highly competitive industry. We have not engaged in any operations and may never be able to compete effectively.
The sports collectibles industry is highly fragmented and competitive. In addition to other collectibles retailers, we will compete with mid-to-upscale department stores, gift stores, TV shopping, and collectors clubs. We may even, in certain cases, compete with the owners of the licensed sports products who sell products through their own stores and other marketing channels. All of our competitors are larger and have substantially greater financial, marketing and other resources than us. In addition, although the primary points of competition are service and availability of desired merchandise, there can be no assurance that pricing competition will not develop. Other retailing companies with significantly greater capital and other resources than us may enter or expand their operations in the collectibles industry, which could change the competitive dynamics of the industry. Because retailers of collectibles generally do not own the proprietary rights to the products that they sell, the barriers to entry to these industries are not significant. Therefore, there can be no assurance that additional participants will not enter the market or that we could compete effectively with such entrants. Further, although our management has begun preliminary activities, we have not commenced operations. We are new, have no operating history and, therefore, will have difficulty competing with established companies. There are numerous competitors which are larger, better established, better financed and better known than we are now or can expect to be in the foreseeable future. Even if the maximum number of shares is sold, we will be at a competitive disadvantage to firms that are already established. We cannot expect to be a significant participant in the market for collectibles within the foreseeable future.
Our business has a seasonal fluctuation in sales, which can develop fluctuating quarterly results in our operations.
The collectibles industry can be subject to seasonal variations in demand. For example, we expect that most of our collectibles operations will see the greatest demand during the winter holiday shopping period. Consequently, we expect to be most profitable during the fourth quarter of our fiscal year. Quarterly results may also be materially affected by the timing of new product introductions, the gain or loss of significant customers or product lines and variations in merchandise mix. We will make decisions about purchases of inventory well in advance of the time at which such products are intended to be sold. Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year. Significant deviations from projected demand for collectibles merchandise could have a material adverse effect on our financial condition and quarterly or annual results of operations.
We expect to be directly affected by fluctuations in the general economy.
Demand for collectibles merchandise is affected by the general economic conditions in the United States. When economic conditions are favorable and discretionary income increases, purchases of non-essential items like collectibles merchandise and animation art generally increase. When economic conditions are less favorable, sales of collectibles merchandise and animation art are generally lower. In addition, we may experience more competitive pricing pressure during economic downturns. Therefore, any significant economic downturn or any future changes in consumer spending habits could have a material adverse effect on our financial condition and results of operations.
We expect our products to be subject to changes in customer taste.
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The markets for our products are subject to changing customer tastes and the need to create and market new products. Demand for collectibles is influenced by the popularity of certain themes, cultural and demographic trends, marketing and advertising expenditures and general economic conditions. Because these factors can change rapidly, customer demand also can shift quickly. Some collectibles appeal to customers for only a limited time. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, timely production and delivery and consumer acceptance. We may not always be able to respond quickly and effectively to changes in customer taste and demand due to the amount of time and financial resources that may be required to bring new products to market. If we were to materially misjudge the market, certain of our inventory may remain unsold. The inability to respond quickly to market changes could have a material adverse effect on our financial condition and results of operations.
There are risks associated with a telemarketing strategy.
We have not previously conducted marketing programs according to practices common to the database direct mail, telemarketing and Internet industries, including practices such as the systematic measurement of the response rates generated from its databases or the categorization of entries in the databases by past behavior. The costs for a new information technology system to effect such integration could be substantial, as could the amount of time needed to acquire and implement such a system. The inability to develop the various databases successfully, or in a timely and cost effective manner, could have a material adverse effect on our financial condition and results of operations.
We may be affected by sales tax considerations from various states.
Various states are increasingly seeking to impose sales or use taxes on inter-state mail order sales and are aggressively auditing sales tax returns of mail order businesses. Complex legal issues arise in these areas, relating, among other things, to the required nexus of a business with a particular state, which may permit the state to require a business to collect such taxes. Although we believe that we can adequately provide for sales taxes on mail order sales, there can be no assurance as to the effect of actions taken by state tax authorities on our financial condition or results of operations. In the future, we may be required to collect sales tax on sales made to customers in all of the states in which we conducts our operations. The imposition of sales taxes on mail order sales generally has a negative effect on mail order sales levels. All of the factors cited above may negatively affect our financial condition and results of operations in the future. Any such impact cannot currently be quantified.
Our proposed business will be concentrated in only one segment.
We plan to be in the business of collectibles business, with a focus in the sports area. Our proposed operations, even if successful, will in all likelihood result in the operation of only one business. Our lack of diversity into a number of areas may subject us to economic fluctuations within our particular business or industry and therefore increase the risks associated with our proposed operations.
Mrs. Stevens has limited experience in the collectibles business.
Although Mrs. Stevens has been engaged in numerous businesses, she has limited prior experience in the collectibles industry, particularly in the auction area. Her experience has been primarily as a collector for several years. Her experience and expertise is in narrow segments of the collectibles industry. We plan to hire additional personnel with experience, although we have no definite plans to do so. There is no guarantee that we will be able to conduct successful operations.
Our business operations will be highly dependent upon our ability to attract and maintain key employees with experience in the memorabilia and collectibles business. We must be able to attract
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and retain key personnel to fully staff our operations. We are completely dependent upon Mrs. Stevens for our operations.
The ultimate success of our business operations will be highly dependent upon our ability to attract and maintain key employees with experience in the memorabilia and collectibles business. The process of hiring employees with the combination of skills and attributes required to carry out our business plan is extremely competitive and time-consuming. However, to date, we have not hired anyone. Mrs. Stevens currently performs all of our operations. We cannot guarantee that we will be able to identify and/or hire qualified personnel as and when they are needed for our operations. The loss of the services of Mrs. Stevens or the inability to attract qualified personnel, could materially adversely affect our business, financial condition and results of operations. No one in our company has a written employment agreement.
The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.
We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.
As our stock will not be listed on NASDAQ or another national exchange, trading in our shares will be subject to rules governing "penny stocks," which will impair trading activity in our shares.
As we do not intend to list our stock on NASDAQ or another national exchange, our stock will therefore be subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker-dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares. You will also find it difficult to obtain accurate information about, and/or quotations as to the price of, our common stock.
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.
We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders who receive shares in the spin-off may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.
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The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.
Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
The share control position of Jodi and Robert Stevens will limit the ability of other shareholders to influence corporate actions.
After distribution of our shares to the Fincor shareholders, our largest shareholder, Jodi Stevens and Robert Stevens, will own and control 11,495,000 shares and thereby control approximately 96.4% of our outstanding shares. Because Jodi Stevens and Robert Stevens individually will beneficially control more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.
Our future success depends, in large part, on the continued service of our President.
We depend almost entirely on the efforts and continued employment of Mrs. Stevens, our President and Secretary-Treasurer. Mrs. Stevens is our primary executive officer, and we will depend on her for nearly all aspects of our operations. We do not have an employment contract with Mrs. Stevens, and we do not carry key person insurance on her life. The loss of the services of Mrs. Stevens through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as Mrs. Stevens.
Our future success depends, in large part, on the continued financing of A-Squared. The loss of this financing would have a material adverse effect on our business
A-Squared is our only source of continued financing. A-Squared is owned by Jodi Stevens and Robert Stevens. It would be very difficult to find a financing source to replace A-Squared. The loss of the A-Squared financing would have a material adverse effect on our business.
ITEM 2. DESCRIPTION OF PROPERTY.
We currently use the mailing address of 535 16th Street, Suite 820, Denver, Colorado 80202. We own no real estate nor have plans to acquire any real estate. All of our management activities are performed in Colorado.
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ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held only one shareholders meetings during the fiscal year for the purpose of adding another director. Patricia Philbrook was appointed to the position of Secretary and a Director as of March 24, 2010.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Holders
As of March 21, 2011, there were 46 record holders of our common stock and there were 12,012,600 shares of our common stock outstanding.
Market Information
We have recently been cleared for trading on the OTCBB but we have only one market maker and no public market has yet been developed. There can be no assurance that a public trading market will develop or be sustained in the future. Without an active public trading market, you may not be able to liquidate your shares without considerable delay, if at all. If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations. Factors we discuss in this prospectus, including the many risks associated with an investment in our company, may have a significant impact on the market price of our common stock. Also, because of the relatively low price of our common stock, many brokerage firms may not effect transactions in the common stock.
We plan to apply for quotation of the Common Stock on the OTC Bulletin Board operated by the National Association of Securities Dealers, Inc.
Dividend Policy
We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.
Equity Compensation Plan Information
We have no outstanding stock options or other equity compensation plans.
The Securities Enforcement and Penny Stock Reform Act of 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 require additional disclosure and documentation related to the market for penny stock and for trades in any stock defined as a penny stock. Unless we can acquire substantial assets and trade at over $5.00 per share on the bid, it is more likely than not that our securities, for some period of time, would be defined under that Act as a "penny stock." As a
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result, those who trade in our securities may be required to provide additional information related to their fitness to trade our shares. These requirements present a substantial burden on any person or brokerage firm who plans to trade our securities and would thereby make it unlikely that any liquid trading market would ever result in our securities while the provisions of this Act might be applicable to those securities.
Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which
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contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
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contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
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contains a toll-free telephone number for inquiries on disciplinary actions;
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defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
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contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
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the bid and offer quotations for the penny stock;
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the compensation of the broker-dealer and its salesperson in the transaction;
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Stock Transfer Agent
The stock transfer agent for our securities for the fiscal year ended December 31, 2010 was X-Pedited Transfer Corporation of Denver, Colorado whose address is 535 16th Street, Suite 820, Denver, Colorado 80202. As of March 08, 2011, the stock transfer agent for the Company is Island Stock Transfer, Inc. whose address is 100 Second Avenue South Street, Suite 705S, Petersburg, FL 33701. At the time the contract agreement with the new transfer agent was executed, the Company authorized the issuance of 40,000 restricted shares of its common stock in the name of Island Capital Management of the same address identified above in Petersburg, Florida.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Set forth below is our selected financial data as of and for the years ended December 31, 2009 and December 31, 2010. This financial information is derived from our financial statements and related notes included elsewhere in this prospectus and is qualified by reference to these financial statements and the related notes thereto.
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Balance Sheet Data | | December 31, | | | December 31, |
| | 2010 | | | 2009 |
Total assets | | $ | 4,478 | | $ | 5,678 |
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Current assets | | $ | 4,478 | | $ | 5,678 |
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Current liabilities | | $ | 67,154 | | $ | 46,825 |
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Deficit accumulated during the development stage | | $ | (248,524 | ) | $ | (168,631) |
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Shareholders' Deficit | | $ | (62,676 | ) | $ | (41,147) |
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Operating Statement Data | | For the Year Ended December 31, 2010 | | | For the Year Ended December 31, 2009 |
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Revenues | | $ | -500- | | $ | -585- |
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Net income (loss) | | $ | (79,893) | | $ | (77,867) |
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Weighted average number of common shares | | | 11,970,754 | | | 11,944,510 |
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Basic and diluted income (loss) per common share | | $ | (0.01 | ) | $ | (0.01) |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations that are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service financing and refinancing efforts, general economic conditions, and changes in applicable laws or regulations. The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.
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Our activities have been primarily focused on organization as a development stage enterprise since planned principal operations have not yet commenced. Accordingly, management does not consider the historical results of operations to be representative of our future results of operation. Our development stage began with our incorporation. Our plan is to own and operate a sports and non-sports memorabilia and collectibles business. See “Business” below.
Critical Accounting Policies
We have identified the following policies below as critical to our business and results of operations. For further discussion on the application of these and other accounting policies, see Note 1 to the accompanying audited financial statements for the period ended December 31, 2010. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.
Use of Estimates in the Preparation of Financial Statements
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The company had revenues of $500 during the period ended December 31, 2010. Anticipated future operating revenue will represent product sales in connection owning and operating a memorabilia and collectibles business. Such revenues will be recorded as the memorabilia and collectibles are sold.
Plan of Operation for December 31, 2010 to December 31, 2011.
Forever Valuable intends to own and operate a memorabilia and collectibles business. Our operating costs are expected to range between $30,000 and $50,000 for the fiscal year ending December 31, 2011. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from memorabilia and collectibles operations using referrals from Fincor and unrelated individuals and entities that operate in the memorabilia and collectibles business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. In November, 2007, an organization named A-Squared agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 29, 2009, and was extended until November 29, 2015. If we are unable to raise funds to cover any operating deficit after fiscal year ending December 31, 2010, our business may fail. We have generated minimal revenues during the period ended December 31, 2009, and management does not anticipate any significant revenues until June, 2011 as contemplated by our business plan.
We have minimal inventory valued at $3,959. We anticipate implementing the following business plan for our next twelve months:
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As we have attempted to implement our business plan over the last 26 months, we will continue to concentrate on the purchase of inventory. The new inventory will consist primarily of sports collectibles and will be obtained in the following ways:
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1. | Continued development of business contacts. |
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2. | Setting up a table at major sports collectibles trade show in the Midwest and West. We plan to purchase inventory brought into the show by collectors who want to sell. |
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3. | Making buying trips. Prior to any trips, a small ad will be placed in the local newspaper to notify collectors of the location and times when they can bring their collectibles to be purchased. |
In the months ahead, we will continue to purchase sports memorabilia to build an appropriate inventory level. Initially, we will sell our inventory on a cash-only basis. At some point within the next twelve months of our operations, we will begin selling inventory on EBAY and begin accepting credit cards in order to reach a potential broader market.
The new inventory will be acquired by attending at least one large trade show, by contacting private collectors, and through other sports collectibles business contacts. Throughout this process, we will continue to sell by advertising in hobby publications and by selling at all trade shows attended. We will begin plans to hold a live public auction which will be held in Denver and be run by a licensed, third party auctioneer, who we will hire.
We anticipate taking additional buying trips and attending at least one major trade show. Once we hold the public auction, we will keep the list of all attendees and add them to our mailing list. We will begin to plan a direct mail sale targeted to our mailing list. We will continue to attend at least one trade show per month and buying and selling inventory.
As business progresses, we plan to attend another trade show and to make another buying trip. Furthermore, we plan to begin to put together a direct sales email campaign to send out to our mailing list. New customers will always be solicited at each trade show attended.
We plan to send out the email sales offering. If sales and profits justify, we will begin interviewing possible additions to staff. We will continue to attend at least one trade show per month and buying and selling inventory.
We will develop a company website. The site would be a virtual store, where prospective buyers can see a list of available merchandise and view pictures of the more expensive items. We will continue to buy and sell inventory.
Following activation of the company website, we will promote the website in all hobby publication ads and when selling auction lots on EBAY. We will send emails to our mailing list promoting the website. Continue attending trade shows and plan an additional buying trip.
We anticipate developing our plan for the next twelve months using a combination of our loan from A-Squared and the cash flow generated from sales.
Seasonality
We expect that our business will be seasonal with most revenue generated in the latter half of the calendar year. However, with our startup phase, we do not anticipate any material revenue until June, 2011.
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Results of Operations
We had $500 in revenue for the fiscal year ended December 31, 2010. Operating expenses during the period ended December 31, 2010 totaled $72,997 consisting of filing fees, professional fees and rent.
Liquidity and Capital Resources
At December 31, 2010, we had a nominal cash balance of $ 519. Our total assets were $4,478. At December 31, 2010 our current liabilities were $67,154, which consists of accounts payable, interest accrued payable, and loans payable. While contributed services and fees throughout the development stage total $176,509 in additional paid-in capital, total operating losses for the same period equal $248,524, resulting in a net shareholders’ deficit of $62,676 at the fiscal year ended December 31, 2010.
Financial Position
At December 31, 2010, we had no commitments for capital expenditures. In November, 2007, A-Squared agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was originally due November 29, 2008, with a possible extension ending November 29, 2009. On November 26, 2008, a motion was presented and passed to extend the Maturity Date of the above notes to November 29, 2009. On November 29, 2009 a motion was passed to extend the Maturity date of the above notes to November 29, 2015. Management estimates it will take approximately an additional $30,000 - $50,000 per year to fund proposed operations. We have since posted offered our inventory on our EBay site. Since we have limited operating history, it is uncertain whether revenue from operations will be sufficient to cover our operating expenses. In addition, the current economic crisis has led to an overall consumer confidence decline. The demand for sports memorabilia has declined due to the overall conservative nature displayed in consumer behaviors over the last three quarters. Holiday spending was largely over projected in all sectors of consumer spending. Furthermore, we have no commitment for funding after fiscal year 2015.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
A smaller reporting company is not required to provide the information in this Item.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLIMENTARY DATA
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FOREVER VALUABLE COLLECTIBLES, INC.
(A Development Stage Company)
Index to Financial Statements
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Report of Independent Registered Public Accounting Firm | F-2 |
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Balance Sheets at December 31, 2010 and 2009 | F-3 |
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Statements of Operations for the years ended December 31, 2010 and 2009, | |
| and from November 29, 2007 (inception) through December 31, 2010 | F-4 |
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Statement of Changes in Shareholders' Deficit from | |
| November 29, 2007 (inception) through December 31, 2010 | F-5 |
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Statements of Cash Flows for the years ended December 31, 2010 and 2009, | |
| and from November 29, 2007 (inception) through December 31, 2009 | F-6 |
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Notes to Financial Statements | F-7 |
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F-1
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Cordovano and Honeck LLP
Certified Public Accountants
88 Inverness Circle East
Building M-103
Englewood, Colorado 80112
(303) 329-0220 Phone
(303) 316-7493 Fax
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Shareholders of
Forever Valuable Collectibles, Inc.
We have audited the accompanying balance sheet of Forever Valuable Collectibles, Inc. (a development stage company) as of December 31, 2010 and 2009, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2010, and 2009, and from November 29, 2007 (inception) through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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. 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 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 Forever Valuable Collectibles, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009, and from November 29, 2007 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred net losses during the development stage and at December 31, 2010 and 2009, had net capital deficiencies. Those conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cordovano and Honeck LLP
Englewood, Colorado
March 23, 2011
F-2
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FOREVER VALUABLE COLLECTIBLES, INC.
(A Development Stage Company)
Balance Sheets
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| | | | | | | | | | December 31 | | December 31, |
| | | | | | | | | | 2010 | | 2009 |
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Assets |
Assets: | | | | | | | | | | |
| Cash | $ | 519 | $ | 2,690 |
| Merchandise inventory, at cost | | 3,959 | | 2,988 |
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| | | | | | | Total Assets | | $ | 4,478 | $ | 5,678 |
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Liabilities and Shareholders’ Deficit |
Liabilities: | | | | | | | | | |
| Accounts payable: | | | | | |
| | Related parties (Note 2) | | $ | 11,289 | $ | 1,118 |
| | Other | | 2,985 | | 4,874 |
| Notes payable, related parties (Note 2) | | 38,920 | | 33,920 |
| Accrued interest payable, related parties (Note 2) | | 13,960 | | 6,940 |
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| | | | | | Total liabilities | | 67,154 | | 46,825 |
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Shareholders’ deficit (Note 3): | | | | | |
| Preferred stock, no par value; 1,000,000 shares authorized, | | | | | |
| | -0- and -0- shares issued and outstanding, respectively | | — | | — |
| Common stock, no par value; 50,000,000 shares authorized, | | | | | |
| | 11,972,600 and 11,960,600 shares issued and outstanding, respectively | | 9,329 | | 8,211 |
| Additional paid-in capital | | 176,519 | | 119,273 |
| Deficit accumulated during the development stage | | (248,524) | | (168,631) |
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| | | | | | Total shareholders’ deficit | | �� (62,676) | | (41,147) |
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| | | | | | | Total Liabilities and Shareholders’ Deficit | | $ | 4,478 | $ | 5,678 |
See accompanying notes to condensed financial statements
F-3
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FOREVER VALUABLE COLLECTIBLES, INC.
(A Development Stage Company)
Statements of Operations
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| | | | | | | | | For The Year Ended December 31, 2010 | | For The Year Ended December 31, 2009 | | November 29, 2007( Inception) Through December 31, 2010 |
Net sales and gross revenue | | $ | 500 | $ | 585 | $ | | 1,085 |
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Cost of Goods Sold | | | 350 | | 450 | | | 800 |
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| | Gross Margin | | | 150 | | 135 | | | 285 |
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Contributed rent and services (Note 2) | 57,246 | | 57,246 | | | 176,509 |
Selling, general and administrative | |
| expenses, related parties (Note 2) | | | | 7,647 | | 1,000 | | | 7,329 |
Selling, general and administrative | |
| expenses, other | | | | 8,104 | | 13,956 | | | 49,901 |
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| | Operating loss | | | | (72,847) | | (72,067) | | | (233,454) |
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Other income (expense): | |
| Interest expense | | | | (7,046) | | (5,800) | | | (15,070) |
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| | Loss before income taxes | | | (79,893) | | (77,867) | | | (248,524) |
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Income taxes (Note 4): |
| Income tax provision | | — | | — | | | — |
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| | | | | Net loss | $ | | (79,893) | $ | (77,867) | $ | (248,524) |
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Basic and diluted loss per share | | $ | | (0.01) | $ | (0.01) | |
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Weighted average common shares outstanding | 11,970,754 | | 11,944,510 | | |
See accompanying notes to condensed financial statements
F-4
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