U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2009
Commission file number: 333-151419
FENARIO, INC.
(Exact name of registrant as specified in its charter)
| | | |
| Nevada | | 74-3206736 |
| (State of incorporation) | | (I.R.S. Employer Identification No.) |
410 Park Avenue, 15th Floor
New York, New York 10022
(Address of principal executive offices)
(888) 251-3422
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | 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 o
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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. $450,000 based upon $0.05 per share which was the last price at which the common equity purchased by non-affiliates was last sold, since there is no public bid or ask price.
The number of shares of the issuer’s common stock issued and outstanding as of June 24, 2009 was 9,000,000 shares.
Documents Incorporated By Reference: None
TABLE OF CONTENTS
| | | Page |
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| | 1 |
| Business | 1 |
| Risk Factors | 3 |
| Unresolved Staff Comments | 3 |
| Properties | 3 |
| Legal Proceedings | 3 |
| Submission of Matters to a Vote of Security Holders | 3 |
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| | 4 |
| Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 4 |
| Selected Financial Data | 4 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operation | 5 |
| Quantitative and Qualitative Disclosures About Market Risk. | 11 |
| Financial Statements. | F-1 - F-9 |
| Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 12 |
| Controls and Procedures | 12 |
| Other Information | 13 |
| | | |
| | 13 |
| Directors, Executive Officers and Corporate Governance | 13 |
| Executive Compensation | 14 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 15 |
| Certain Relationships and Related Transactions, and Director Independence | 16 |
| Principal Accountant Fees and Services | 16 |
| | | |
| | 17 |
| Exhibits, Financial Statement Schedules | 17 |
| | 18 |
As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “we,” “our” or “us” refer to Fenario, Inc., unless the context otherwise indicates.
Forward-Looking Statements
This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.
These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.
Corporate Background
Fenario, Inc. was incorporated on May 11, 2007 in the state of Nevada. We were initially focused on developing and licensing proprietary software solutions for healthcare providers, health care professionals and health insurance companies. Currently, there is an increasing focus on medical cost containment within the medical community and the general population as a whole. We were hoping to offer advanced clinical, financial and management information software which is focused on enabling the real time automation of routine patient transactions.
Our offices are currently located at 410 Park Avenue, 15th Floor, New York 10022. Our telephone number is (917) 497- 2692. We do not currently have a functioning website.
On May 11, 2007, we issued an aggregate of 5,000,000 shares of our common stock to Uziel Leibowitz, our President, Chief Executive Officer, Chairman, and Director. The shares were issued in consideration for the payment of $500.
In January 2008, we issued 4,000,000 shares of common stock to 40 investors at a purchase price of $.01 per share for gross proceeds of $40,000, in a private placement relying on the exemption from the registration requirements of the Securities Act provided by Regulation S and/or Section 4(2) of the Securities Act. Each purchaser represented to us that such purchaser was not a United States person (as defined in Regulation S) and was not acquiring the shares for the account or benefit of a United States person. Each purchaser further represented that at the time of the origination of contact concerning the subscription for the shares and the date of the execution and delivery of the subscription agreement for such shares, such purchaser was outside of the United States. We did not make any offers in the United States, and there were no selling efforts in the United States. There were no underwriters or broker-dealers involved in the private placement and no underwriting discounts or commissions were paid.
On June 20, 2008, the Company commenced an offering of up to 3,000,000 shares of common stock, $0.05 per share, pursuant to the prospectus contained in the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on June 4, 2008, and declared effective on June 19, 2008 (file number 333-151419). On July 23, 2008, the Company closed the offering prior to the offering termination date because it had not been successful at selling any shares in the offering as of said date.
Business Overview
Due to the state of the economy, the Company has conducted virtually no business other than organizational matters, filing its Registration Statement and filings of periodic reports with the SEC. The Company has since abandoned its business plan and is now seeking an operating company with which to merge or to acquire.
We are now considered a blank check company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to the Company rather than to merge. No assurances can be given that we will be successful in identifying or negotiating with any target company, or, if we do enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company. We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.
Competition
The Company is an insignificant participant among firms which engage in business combinations with, or financing of, development stage enterprises. There are many established management and financial consulting companies and venture capital firms which have significantly greater financial and personnel resources, technical expertise and experience than the Company. In view of the Company’s limited financial resources and management availability, the Company will continue to be at a significant competitive disadvantage vis-a-vis the Company’s competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an “investment company” as an issuer which is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. While the Company does not intend to engage in such activities, the Company could become subject to regulations under the Investment Company Act of 1940 in the event the Company obtains or continues to hold a minority in a number of development stage enterprises.
The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company’s activities from time to time with a view toward reducing the likelihood the Company could be classified as an “investment company.”
The Company intends to structure a merger or acquisition in such manner as to minimize Federal and state tax consequences to the Company and to any target company.
Employees
We have no full time employees at this time. All functions, including development, strategy, negotiations and clerical are currently being provided on a voluntary basis by our two officers.
A smaller reporting company, as defined in Item 10 of Regulation S-K, is not required to provide the information required by this item.
None
We currently maintain our corporate offices at 410 Park Avenue, 15th Floor, New York, NY 10022. We do not pay rent for this space because the amount of the space we use at such office is de minimis. We believe that this space will be sufficient until we start generating revenues and need to hire employees.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
During the period ending March 31, 2009, there has not been any matter which was submitted to a vote of the Company’s shareholders through the solicitation of proxies or otherwise.
Market Information
Our common stock is eligible to be traded on the Over-The-Counter Bulletin Board under the ticker symbol FENO. There has been no active trading in the Company’s securities, and there has been no bid or ask prices quoted.
Holders
As of June 24, 2009, there were 9,000,000 common shares issued and outstanding, which were held by 41 stockholders of record.
Dividends
We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
Equity Compensation Plans
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
On May 11, 2007 by action taken by our board of directors, we issued 5,000,000 shares of our common stock to Uziel Leibowitz, our President, Chief Executive Officer, Chairman, and Director. The shares were issued in consideration for the payment of $500. This transaction was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. Mr. Leibowitz was our officer and director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.
In January 2008, we issued 4,000,000 shares of common stock to 40 investors at a purchase price of $.01 per share, for gross proceeds of $40,000, in a private placement relying on the exemption from the registration requirements of the Securities Act provided by Regulation S and/or Section 4(2) of the Securities Act.
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended March 31, 2009.
A smaller reporting company, as defined in Item 10 of Regulation S-K, is not required to provide the information required by this item.
Certain statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of Entertainment Art, Inc. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Plan of Operation - General
During the next 12 months, the Company intends to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. At this time, the Company has no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management has had any material discussions with any other company with respect to any acquisition of that company.
The Company will not restrict its search to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Annual Report is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities.
The Company will have to obtain funds in one or more private placements to finance the operation of any acquired business. Persons purchasing securities in these placements and other shareholders will likely not have the opportunity to participate in the decision relating to any acquisition. The Company’s proposed business is sometimes referred to as a “blind pool” because any investors will entrust their investment monies to the Company’s management before they have chance to analyze any ultimate use to which their money may be put.
Consequently, the Company’s potential success is heavily dependent on the Company’s management, which will have virtually unlimited discretion in searching for and entering into a business opportunity. None of the officers and directors of the Company has had any experience in the proposed business of the Company. There can be no assurance that the Company will be able to raise any funds in private placements. In any private placement, management may purchase shares on the same terms as offered in the private placement.
Management anticipates that it will only participate in one potential business venture. This lack of diversification should be considered a substantial risk in investing in the Company because it will not permit the Company to offset potential losses from one venture against gains from another. The Company may seek a business opportunity with a firm which only recently commenced operations, or a developing company in need of additional funds for expansion into new products or markets, or seeking to develop a new product or service, or an established business which may be experiencing financial or operating difficulties and is in the need for additional capital which is perceived to be easier to raise by a public company. In some instances, a business opportunity may involve the acquisition or merger with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. The Company may purchase assets and establish wholly owned subsidiaries in various businesses or purchase existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the benefits of a publicly traded corporation. Such perceived benefits of a publicly traded corporation may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for the principals of a business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders, and other factors. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
As part of any transaction, the acquired company may require that management or other stockholders of the Company sell all or a portion of their shares to the acquired company, or to the principals of the acquired company. It is anticipated that the sales price of such shares will be lower than the current market price or anticipated market price of the Company’s Common Stock. The Company’s funds are not expected to be used for purposes of any stock purchase from insiders. The Company shareholders will not be provided the opportunity to approve or consent to such sale. The opportunity to sell all or a portion of their shares in connection with an acquisition may influence management’s decision to enter into a specific transaction. However, management believes that since the anticipated sales price will be less than market value, that the potential of a stock sale by management will be a material factor on their decision to enter a specific transaction.
The above description of potential sales of management stock is not based upon any corporate bylaw, shareholder or board resolution, or contract or agreement. No other payments of cash or property are expected to be received by management in connection with any acquisition.
The Company has not formulated any policy regarding the use of consultants or outside advisors, but does not anticipate that it will use the services of such persons.
The Company has, and will continue to have, insufficient capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will offer owners of business opportunities the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant post-merger or acquisition registration costs in the event they wish to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition of a business opportunity including the costs of preparing post-effective amendments, Forms 8-K, agreements and related reports and documents nevertheless, the officers and directors of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger or acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for possible acquisition will be referred by various sources, including its officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known sources, but will rely principally on personal contacts of its officers and directors as well as indirect associations between them and other business and professional people. It is not presently anticipated that the Company will engage professional firms specializing in business acquisitions or reorganizations.
The officers and directors of the Company are currently employed in other positions and will devote only a portion of their time (not more than three hour per week) to the business affairs of the Company, until such time as an acquisition has been determined to be highly favorable. In addition, in the face of competing demands for their time, the officers and directors may grant priority to their full-time positions rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. Management intends to concentrate on identifying prospective business opportunities which may be brought to its attention through present associations with management. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operation, if any; prospects for the future; present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors. Officers and directors of each Company will meet personally with management and key personnel of the firm sponsoring the business opportunity as part of their investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained.
It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and the Company’s shareholders must, therefore, depend on the ability of management to identify and evaluate such risk. In the case of some of the opportunities available to the Company, it may be anticipated that the promoters thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Company’s anticipation. There is a risk, even after the Company’s participation in the activity and the related expenditure of the Company’s funds, that the combined enterprises will still be unable to become a going concern or advance beyond the development stage. Many of the opportunities may involve new and untested products, processes, or market strategies which may not succeed. Such risks will be assumed by the Company and, therefore, its shareholders.
The Company will not restrict its search for any specific kind of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is currently impossible to predict the status of any business in which the Company may become engaged, in that such business may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Company’s officers and directors may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Company’s shareholders.
It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable Federal and state securities laws. In some circumstances, however, as a negotiated element of this transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company’s Common Stock may have a depressive effect on such market. While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called “tax free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company, including investors in this offering, would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.
As part of the Company’s investigation, officers and directors of the Company will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company’s limited financial resources and management expertise.
The manner in which each company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the company and other parties, and the relative negotiating strength of the company and its management.
With respect to any mergers or acquisitions, negotiations with target company management will be expected to focus on the percentage of the Company which target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, the Company’s shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders.
The Company will not have sufficient funds (unless it is able to raise funds in a private placement) to undertake any significant development, marketing and manufacturing of any products which may be acquired.
Accordingly, following the acquisition of any such product, the Company will, in all likelihood, be required to either seek debt or equity financing or obtain funding from third parties, in exchange for which the Company would probably be required to give up a substantial portion of its interest in any acquired product. There is no assurance that the Company will be able either to obtain additional financing or interest third parties in providing funding for the further development, marketing and manufacturing of any products acquired.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity the costs therefore incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from the use of “leverage” in the acquisition of a business opportunity. Leveraging a transaction involves the acquisition of a business through incurring significant indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of its available funds for acquiring the business opportunity and, therefore, could commit those funds to the operations of the business opportunity, to acquisition of other business opportunities or to other activities. The borrowing involved in a leveraged transaction will ordinarily be secured by the assets of the business opportunity to be acquired. If the business opportunity acquired is not able to generate sufficient revenues to make payments on the debt incurred by the Company to acquire that business opportunity, the lender would be able to exercise the remedies provided by law or by contract. These leveraging techniques, while reducing the amount of funds that the Company must commit to acquiring a business opportunity, may correspondingly increase the risk of loss to the Company. No assurance can be given as to the terms or the availability of financing for any acquisition by the Company. No assurance can be given as to the terms or the availability of financing for any acquisition by the Company. During periods when interest rates are relatively high, the benefits of leveraging are not as great as during periods of lower interest rates because the investment in the business opportunity held on a leveraged basis will only be profitable if it generates sufficient revenues to cover the related debt and other costs of the financing. Lenders from which the Company may obtain funds for purposes of a leveraged buy-out may impose restrictions on the future borrowing, distribution, and operating policies of the Company. It is not possible at this time to predict the restrictions, if any, which lenders may impose or the impact thereof on the Company.
Liquidity and Capital Resources
Our balance sheet as of March 31, 2009 reflects cash assets in the amount of $340. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. The Company had no revenues and incurred a net loss of $53,980 for the year ended March 31, 2009. During the period from May 11, 2007 (inception) to March 31, 2008, the Company incurred a net loss of $2,850.
We do not have sufficient resources to fund its expenses over the next twelve months. In January 2008, we issued 4,000,000 shares of common stock to 40 investors at a purchase price of $.01 per share for gross proceeds of $40,000. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
Going Concern Consideration
The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $53,980 for the year ended March 31, 2009, and a net loss of $2,850 for the period May 11, 2007 (inception) to March 31, 2008. In addition, the Company had a working capital deficiency and stockholders' deficiency of $16,330 at March 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
Recently Issued Accounting Pronouncements
SAB 108
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The Company has considered the effect of SAB 108 to be not material.
SFAS 157
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Company’s year end 2008, although early adoption is permitted. The Company has considered the effect of SFAS 157 to be not material.
SFAS 162
The FASB has issued FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. The hierarchy under SFAS 162 is as follows:
| | · | FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, AICPA Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB, and Rules and interpretive releases of the SEC for SEC registrants. |
| | · | FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position. |
| | · | AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the EITF, and Appendix D EITF topics. |
Statement 162 is effective 60 days following the SEC's approval of the PCAOB amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Since SFAS 162 is only effective for nongovernmental entities, the GAAP hierarchy will remain in AICPA Statement on Auditing Standards (SAS) No. 69, The Meaning of "Present Fairly in Conformity with Generally Accepted Accounting Principles" in the Independent Auditor's Report, for state and local governmental entities and federal governmental entities. The Company believes the adoption of this standard will not have a material impact on the financial condition or the results of the Company's operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Board of Directors and Stockholders
Fenario, Inc.
We have audited the accompanying balance sheets of Fenario, Inc. (a Development Stage Company) (“the Company”) as of March 31, 2009 and 2008 and the related statements of operations, stockholders’ equity (deficiency) and cash flows for the year ended March 31, 2009, for the period May 11, 2007 (inception) to March 31, 2008 and for the period May 11, 2007 (inception) to March 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our 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 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 audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Also, 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 Fenario, Inc. at March 31, 2009 and 2008, and the results of its operations and its cash flows for the year ended March 31, 2009, the period May 11, 2007 (inception) to March 31, 2008 and for the period May 11, 2007 (inception) to March 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred an operating loss for the year ended March 31, 2009, has had no revenues and has not commenced planned principal operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WOLINETZ, LAFAZAN & COMPANY, P.C.
Rockville Centre, New York
June 24, 2009
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
| ASSETS | |
| | | | | | | |
| | | March 31, | |
| | | 2009 | | | 2008 | |
| Current Assets: | | | | | | |
| Cash | | $ | 340 | | | $ | 32,150 | |
| | | | | | | | | |
| Total Current Assets | | | 340 | | | | 32,150 | |
| | | | | | | | | |
| Deferred Offering Costs | | | - | | | | 7,500 | |
| | | | | | | | | |
| Total Assets | | $ | 340 | | | $ | 39,650 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | |
| | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts Payable | | $ | - | | | $ | 2,000 | |
| Accrued Liabilities | | | 1,170 | | | | - | |
| Loans Payable | | | 15,500 | | | | - | |
| | | | | | | | | |
| Total Current Liabilities | | | 16,670 | | | | 2,000 | |
| | | | | | | | | |
| Total Liabilities | | | 16,670 | | | | 2,000 | |
| | | | | | | | | |
| Commitments and Contingencies | | | | | | | | |
| | | | | | | | | |
| Stockholders’ Equity (Deficiency): | | | | | | | | |
| Preferred Stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding | | | - | | | | - | |
| Common Stock, $.0001 par value; 500,000,000 shares authorized, 9,000,000 shares issued and outstanding | | | 900 | | | | 900 | |
| Additional Paid-In Capital | | | 39,600 | | | | 39,600 | |
| Deficit Accumulated During the Development Stage | | | (56,830 | ) | | | (2,850 | ) |
| | | | | | | | | |
| Total Stockholders’ Equity (Deficiency) | | | (16,330 | ) | | | 37,650 | |
| | | | | | | | | |
| Total Liabilities and Stockholders’ Equity (Deficiency) | | $ | 340 | | | $ | 39,650 | |
The accompanying notes are an integral part of these financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
| | | | | | For the Period | | | For the Period | |
| | | For the | | | May 11, 2007 | | | May 11, 2007 | |
| | | Year Ended | | | (Inception) to | | | (Inception) to | |
| | | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | |
| | | | | | | | | | |
| Net Revenues | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Costs and Expenses: | | | | | | | | | | | | |
| Professional Fees | | | 50,310 | | | | 2,000 | | | | 52,310 | |
| Other Selling, General and | | | | | | | | | | | | |
| Administrative Expenses | | | 3,500 | | | | 850 | | | | 4,350 | |
| | | | | | | | | | | | | |
| Total Costs and Expenses | | | 53,810 | | | | 2,850 | | | | 56,660 | |
| | | | | | | | | | | | | |
| Loss from Operations | | | (53,810 | ) | | | (2,850 | ) | | | (56,660 | ) |
| | | | | | | | | | | | | |
| Other Income (Expense): | | | | | | | | | | | | |
| Interest Expense | | | (170 | ) | | | - | | | | (170 | ) |
| | | | | | | | | | | | | |
| Net Loss | | $ | (53,980 | ) | | $ | (2,850 | ) | | $ | (56,830 | ) |
| | | | | | | | | | | | | |
| Basic and Diluted Loss Per Share | | $ | (.01 | ) | | $ | (.00 | ) | | | | |
| | | | | | | | | | | | | |
Weighted Average Common Shares Outstanding | | | 9,000,000 | | | | 5,938,272 | | | | | |
The accompanying notes are an integral part of these financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
FOR THE PERIOD MAY 11, 2007 (INCEPTION) TO MARCH 31, 2009
| | | | | | | | | | | | Deficit | | | | |
| | | | | | | | | Additional | | | Accumulated | | | | |
| | | Common Stock | | | Paid -In | | | During the | | | | |
| | | Shares | | | Amount | | | Capital | | | Development Stage | | | Total | |
| Balance, May 11, 2007 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued to Founder at $.0001 per share, May 2007 | | | 5,000,000 | | | | 500 | | | | - | | | | - | | | | 500 | |
| | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued to Private Investors at $.01 Per Share, January 2008 | | | 4,000,000 | | | | 400 | | | | 39,600 | | | | - | | | | 40,000 | |
| Net Loss for the Period | | | - | | | | - | | | | - | | | | ( 2,850 | ) | | | ( 2,850 | ) |
| Balance, March 31, 2008 | | | 9,000,000 | | | | 900 | | | | 39,600 | | | | ( 2,850 | ) | | | 37,650 | |
| Net Loss for the year ended March 31, 2009 | | | - | | | | - | | | | - | | | | (53,980 | ) | | | (53,980 | ) |
| Balance, March 31, 2009 | | | 9,000,000 | | | $ | 900 | | | $ | 39,600 | | | $ | (56,830 | ) | | $ | (16,330 | ) |
The accompanying notes are an integral part of these financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
| | | | | | | | | For the Period | |
| | | For the | | | May 11, 2007 | | | May 11, 2007 | |
| | | Year Ended | | | (Inception) to | | | (Inception) to | |
| | | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | |
| | | | | | | | | | |
| Cash Flows from Operating Activities: | | | | | | | | | |
| Net Loss | | $ | (53,980 | ) | | $ | (2,850 | ) | | $ | (56,830 | ) |
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | | | | | | | | | | | | |
| Decrease in Deferred Offering Costs | | | 7,500 | | | | - | | | | - | |
| (Decrease) Increase in Accounts Payable | | | (2,000 | ) | | | 2,000 | | | | - | |
| Increase in Accrued Liabilities | | | 1,170 | | | | - | | | | 1,170 | |
| | | | | | | | | | | | | |
| Net Cash Used in Operating Activities | | | (47,310 | ) | | | (850 | ) | | | (55,660 | ) |
| | | | | | | | | | | | | |
| Cash Flows from Investing Activities: | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities: | | | | | | | | | | | | |
| Proceeds of Loans Payable | | | 15,500 | | | | - | | | | 15,500 | |
| Proceeds from Sale of Common Stock | | | - | | | | 40,500 | | | | 40,500 | |
| Payment of Deferred Offering Costs | | | - | | | | (7,500 | ) | | | - | |
| | | | | | | | | | | | | |
| Net Cash Provided by Financing Activities | | | 15,500 | | | | 33,000 | | | | 56,000 | |
| | | | | | | | | | | | | |
| (Decrease) Increase in Cash | | | (31,810 | ) | | | 32,150 | | | | 340 | |
| | | | | | | | | | | | | |
| Cash – Beginning of Period | | | 32,150 | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash – End of Period | | $ | 340 | | | $ | 32,150 | | | $ | 340 | |
| | | | | | | | | | | | | |
| Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | |
| Interest Paid | | $ | - | | | $ | - | | | $ | - | |
| Income Taxes Paid | | $ | - | | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - - Summary of Significant Accounting Policies
Organization
Fenario, Inc. (“the Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada.
The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7. The Company intended to focus on developing and licensing proprietary software solutions for healthcare providers, healthcare professionals and health insurance companies The Company has since abandoned its business plan and is now seeking an operating company with which to merge or acquire. Accordingly, the Company is now considered a blank check company. There is no assurance, however, that the Company will achieve its objectives or goals.
Cash and Cash Equivalents
The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.
Deferred Offering Costs
Deferred offering costs of $7,500 related to a proposed offering of common stock by the Company were written off during the year ended March 31, 2009 as professional fees since the proposed offering was terminated on July 23, 2008 and no shares were sold under the proposed offering.
Revenue Recognition
For revenue from product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments will be provided for in the same period the related sales are recorded.
Advertising Costs
Advertising costs will be charged to operations when incurred. The Company did not incur any advertising costs during the year ended March 31, 2009 or for the period May 11, 2007 (inception) to March 31, 2008.
Income Taxes
The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - - Summary of Significant Accounting Policies (Continued)
Loss Per Share
The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and loans payable approximates fair value because of the immediate or short-term maturity of these financial instruments.
Research and Development
Research and development costs will be charged to expense as incurred. The Company did not incur any research and development costs during the year ended March 31, 2009 or the period May 11, 2007 (inception) to March 31, 2008.
Recently Issued Accounting Pronouncements
SAB 108
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
(SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The Company has considered the effect of SAB 108 to be not material.
SFAS 157
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Company’s year end 2008, although early adoption is permitted. The Company has considered the effect of SFAS 157 to be not material.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - - Summary of Significant Accounting Policies (Continued)
Recently Issued Accounting Pronouncements (Continued)
SFAS 162
The FASB has issued FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. The hierarchy under SFAS 162 is as follows:
| | • | FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, AICPA Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB, and Rules and interpretive releases of the SEC for SEC registrants. |
| | | |
| | • | FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position. |
| | | |
| | • | AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the EITF, and Appendix D EITF topics. |
Statement 162 is effective 60 days following the SEC's approval of the PCAOB amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Since SFAS 162 is only effective for nongovernmental entities, the GAAP hierarchy will remain in AICPA Statement on Auditing Standards (SAS) No. 69, The Meaning of "Present Fairly in Conformity with Generally Accepted Accounting Principles" in the Independent Auditor's Report, for state and local governmental entities and federal governmental entities. The Company believes the adoption of this standard will not have a material impact on the financial condition or the results of the Company's operations.
NOTE 2 - - Going Concern
The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $53,980 for the year ended March 31, 2009, and a net loss of $2,850 for the period May 11, 2007 (inception) to March 31, 2008. In addition, the Company had a working capital deficiency and stockholders' deficiency of $16,330 at March 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
FENARIO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - - Income Taxes
At March 31, 2009, the Company had available a net-operating loss carry-forward for Federal tax purposes of approximately $55,000, which may be applied against future taxable income, if any, through 2028. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carry-forwards.
At March 31, 2009, the Company has a deferred tax asset of approximately $19,000 representing the benefit of its net operating loss carry-forward. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset. The difference between the Federal Statutory Rate of 34% and the Company’s effective tax rate of 0% is due to an increase in the valuation allowance of approximately $18,000 for the year ended March 31, 2009.
NOTE 4 - - Common Stock
In May 2007 the Company issued 5,000,000 shares of common stock to the Founder for $500.
In January 2008 the Company sold 4,000,000 shares of common stock to private investors at $.01 per share for gross proceeds of $40,000.
NOTE 5 - - Preferred Stock
The Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.
NOTE 6 - - Loans Payable
Loans payable are due on demand and bear interest at 5% per annum.
None.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2009. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2009.
There has not been any change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| | · | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| | · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
| | · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Management acknowledges its responsibility for establishing and maintaining adequate internal controls over financial reporting. We are not in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, but intend to commence shortly the system and process of documentation and evaluation needed to comply with Section 404.
Attestation report of the registered public accounting firm
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
Changes in internal control over financial reporting
During the year ended March 31, 2009, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
None.
Directors and Executive Officers
The following table sets forth certain information regarding the members of our board of directors and our executive officers:
| Name | | Age | | Positions and Offices Held |
| | | | | |
| Uziel Leibowitz | | 36 | | Director, Chairman, President and Chief Executive Officer |
| | | | | |
| Nathan Birnak | | 25 | | Director, Secretary |
Uziel Leibowitz has been our Chairman, President and CEO since we were established. Mr. Leibowitz currently owns and operates a small medical billing consulting firm and has been doing so since the spring of 2001. His area of expertise is assisting start- up medical practice implement effective medical billing software. To assist his clients, Mr. Uziel employs various medical billing software systems. Prior to starting his own consulting business in Jerusalem, Israel, Uziel worked as a medical biller at the office of Dr. David Cohen in Jerusalem, Israel during the period of 1999 through the summer of 2001.
Nathan Birnak has been our secretary since we were established. Mr. Birnak is currently a freelance accountant in the Tel -Aviv - Jerusalem, Israel area. Mr. Birnak has operated in this capacity since the summer of 2003. The previous years, Nathan studied economics at a local university and intends to return to school on a part time basis to gain a masters degree in accounting.
There are no familial relationships among any of our directors or officers. None of our directors or officers is a director in any other U.S. reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.
Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2008, all reporting persons complied with all applicable Section 16(a) filing requirements.
Auditors
Wolinetz, Lafazan & Company, P.C., an independent registered public accounting firm, is our auditor.
We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.
Involvement in Certain Legal Proceedings
There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.
Summary Compensation
Since our incorporation on May 11, 2007, we have not paid any compensation to our directors or officers in consideration for their services rendered to our Company in their capacity as such. We have no employment agreements with any of our directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.
Since our incorporation on May 11, 2007, no stock options or stock appreciation rights were granted to any of our directors or executive officers. We have no equity incentive plans.
Outstanding Equity Awards
Since our incorporation on May 11, 2007, none of our directors or executive officers has held unexercised options, stock that had not vested, or equity incentive plan awards.
Compensation of Directors
Since our incorporation on May 11, 2007, no compensation has been paid to any of our directors in consideration for their services rendered in their capacity as directors.
The following table lists, as of June 24, 2009, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 9,000,000 shares of our common stock issued and outstanding as of June 24, 2009. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Fenario, Inc., 410 Park Avenue, 15th Floor, New York, NY 10022.
| Name of Beneficial Owner | | Number of Shares of Common Stock Beneficially Owned | | Percent of Common Stock Beneficially Owned |
| | | | | |
| Uziel Leibowitz | | 5,000,000 | | 55.5% |
| | | | | |
| Nathan Birnak | | 0 | | 0% |
| | | | | |
| All directors and executive officers as a group (two) persons) | | 5,000,000 | | 55.5% |
On May 11, 2007 by action taken by our board of directors, we issued 5,000,000 shares of our common stock to Uziel Leibowitz, our President, Chief Executive Officer, Chairman, and Director. The shares were issued in consideration for the payment of $500. This transaction was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. Mr. Leibowitz was our officer and director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.
Director Independence
We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.
Our principal independent accountant is Wolinetz, Lafazan & Company, P.C. Their pre-approved fees billed to the Company are set forth below:
| | | For Fiscal Year Ended March 31, 2009 | | | Period From May 11, 2007 (Inception) to March 31, 2008 | |
| Audit Fees | | $ | 8,500 | | | $ | 10,000 | |
| Audit Related Fees | | $ | 0 | | | $ | 0 | |
| Tax Fees | | $ | 0 | | | $ | 450 | |
| All Other Fees | | $ | 0 | | | $ | 0 | |
As of March 31, 2009, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. 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%.
| Exhibit | | Description |
| | | |
| 3.1 | | Certificate of Incorporation of Registrant (filed as Exhibit 3.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419) |
| | | |
| 3.2 | | By-Laws of Registrant (filed as Exhibit 3.2 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419) |
| | | |
| 4.1 | | Form of Stock Certificate (filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419) |
| | | |
| 5.1 | | Opinion of David Lubin & Associates, PLLC regarding the legality of the securities being registered (filed as Exhibit 5.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419) |
| | | |
| 10.1 | | Form of Regulation S Subscription Agreement (filed as Exhibit 10.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419) |
| | | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith). |
| | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith). |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | FENARIO, INC. |
| | |
| Date: June 25, 2009 | By: | /s/ Uziel Leibowitz |
| | Name: Uziel Leibowitz |
| | Title: President, Chief Executive Officer, Chairman, and Director (Principal Executive, Financial, and Accounting Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: June 25, 2009 | By: | /s/ Uziel Leibowitz |
| | Name: Uziel Leibowitz |
| | Title: President, Chief Executive Officer, Chairman, and Director (Principal Executive, Financial, and Accounting Officer) |
| Date: June 25, 2009 | By: | /s/ Nathan Birnak |
| | Name: Nathan Birnak |
| | Title: Secretary and Director |
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