UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to________________
Commission file number 333-151921
KID’S BOOK WRITER INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 75-3268426 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 409 Granville Street, Suite 1023 | | |
| Vancouver, BC, Canada | | V6C 1T2 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (604) 324-4844
Securities registered under Section 12(b) of the Act:
| None | N/A |
| Title of each class | Name of each exchange on which registered |
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x Indicate by checkmark 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | | Accelerated filer | o |
| Non-accelerated filer | o | | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on July 29, 2010, based on a closing price of $0.26 was approximately $689,000. As of July 29, 2010, the registrant had 35,750,000 shares of its common stock, par value $.001 per share, outstanding.
Documents Incorporated By Reference: None.
TABLE OF CONTENTS
| PART I | 1 |
| | | |
| ITEM 1. | Business | 1 |
| ITEM 1A. | Risk Factors | 2 |
| ITEM 1B. | Unresolved Staff Comments | 3 |
| ITEM 2. | Properties | 3 |
| ITEM 3. | Legal Proceedings | 3 |
| ITEM 4. | Removed and Reserved | 3 |
| | |
| PART II | 4 |
| | | |
| ITEM 5. | Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities | 4 |
| ITEM 6. | Selected Financial Data | 4 |
| ITEM 7. | Management’s Discussion And Analysis Of Financial Condition And Results Of Operation | 4 |
| ITEM 7A | Quantitative And Qualitative Disclosures About Market Risk | 7 |
| ITEM 8. | Financial Statements | F- |
| ITEM 9. | Changes In And Disagreements With Accountants On Accounting And Financial Disclosure | 8 |
| ITEM 9A. | Controls And Procedures (ITEM 9A(T)) | 8 |
| ITEM 9B. | Other Information | 8 |
| | | |
| PART III | | 9 |
| | | |
| ITEM 10. | Directors, Executive Officers And Corporate Governance | 9 |
| ITEM 11. | Executive Compensation | 10 |
| ITEM 12. | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters | 12 |
| ITEM 13. | Certain Relationships And Related Transactions, And Director Independence | 12 |
| ITEM 14. | Principal Accounting Fees And Services | 13 |
| | | |
| PART IV | | 14 |
| | | |
| ITEM 15. | Exhibits, Financial Statements Schedules | 14 |
PART I
Forward Looking Statements.
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the r isks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.
As used in this annual report, the terms “we,” “us,” “our,” the “Company,” “Kid’s Book” and “Kid’s Book Writer” mean Kid’s Book Writer Inc., unless the context clearly requires otherwise.
ITEM 1. BUSINESS
General
Kid’s Book Writer Inc. was created to offer a pure online service designed to offer kids / children and parents an ability to create their own book. Customers can log on to the service, pick a theme (i.e. birthday, family outing, vacation, special occasion such as Christmas / Easter, sporting event, summer camp, etc.), and the software will offer several options, including various book templates, backgrounds, page sizes, the ability to write your own story or have some guidance, etc.
Each template will have a basic story that can be edited in several ways – for example, adding the child’s name as the lead character and other friends and family member’s names as the other characters. They will also be able to access artwork and / or upload their own pictures and make it part of the storyline.
Once the book is complete they will have several options for printing, including downloading the book as a pdf file (or other type) to be printed at home, have it emailed to a photo print shop such as Future Shop or WalMart (i.e. as one of their “Memory Books”). Kid’s Book Writer may also outsource this service and include it as a profit center for certain types of books.
Since inception we have worked toward the introduction of our website that we will use to generate revenues. The test site has been launched and is available for viewing at www.kidsbwriter.com.
We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future additional financing in order to maintain our operations.
Competition
We conduct our business in an environment that is highly competitive and unpredictable. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the development of their websites This competition could result in our competitors having services of greater quality and attracting prospective investors to finance the development of their services on more favorable terms. As a result of this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.
Employees
Currently our only employee is our sole director and officer. We do not expect any material changes in the number of employees over the next 12 month period. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. Our sole officer does not have an employment agreement with us.
Subsidiaries
We do not have any subsidiaries.
Intellectual Property
We do not own, either legally or beneficially, any patent or trademark.
ITEM 1A. RISK FACTORS
Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.
RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, WE WILL NOT BE ABLE TO CONDUCT OUR BUSINESS OPERATIONS TO THE EXTENT THAT WE BECOME PROFITABLE
Our current operating funds will cover the initial stages of our business plan; however, we currently do not have any operations and we have no income. Because of this and the fact that we will incur significant legal and accounting costs necessary to maintain a public corporation, we will require additional financing to complete our development activities. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through a loan from our President and the sale of equity capital.
OUR INDEPENDENT AUDITOR HAS INDICATED THAT HE HAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, IF TRUE, YOU COULD LOSE YOUR INVESTMENT
James Stafford Chartered Accountants, our independent auditor, has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact. We have incurred a net loss of $72,645 for the period from October 24, 2007 (inception) to April 30, 2010 and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.
BECAUSE WE ANTICIPATE OUR OPERATING EXPENSES WILL INCREASE PRIOR TO OUR EARNING REVENUES, WE MAY NEVER ACHIEVE PROFITABILITY
Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
BECAUSE OUR PRESIDENT HAS ONLY AGREED TO PROVIDE HIS SERVICES ON A PART-TIME BASIS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL
Because we are in the development stage of our business, Mr. Salari will not be spending a significant amount of time on our business. Mr. Salari expects to expend approximately 10 hours per week on our business. Competing demands on Mr. Salari’s time may lead to a divergence between his interests and the interests of other shareholders. Mr. Salari is in public practice as a entrepreneur and also owns and manages a number of privately-owned businesses by which he divides his time. None of the work he will be undertaking for these companies will directly compete with Kid’s Book Writer Inc.
BECAUSE OUR PRESIDENT AND SOLE DIRECTOR IS A CANADIAN RESIDENT, DIFFICULTY MAY ARISE IN ATTEMPTING TO EFFECT SERVICE OR PROCESS ON HIM IN CANADA
Because Mr. Salari our sole director and officer, is a Canadian resident, difficulty may arise in attempting to effect service or process on him in Canada or in enforcing a judgment against Kid’s Book Writer Inc.’s assets located outside of the United States.
THE SUCCESS OF OUR BUSINESS DEPENDS ON THE CONTINUED USE AND GROWTH OF THE INTERNET AS A COMMERCE PLATFORM
The existence and growth of our service depends on the continued acceptance of the Internet as a commerce platform for individuals and enterprises. The internet could possibly lose its viability as a tool to pay for online services by the adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. The acceptance and performance of the Internet has been harmed by “viruses,” “worms,” and “spy-ware”. If for some reason the Internet was no longer widely accepted as a tool to pay for online services, the demand for our service would be significantly reduced, which would harm or cause our business to fail.
BECAUSE WE WILL RELY ON A THIRD-PARTY FOR HOSTING AND MAINTENANCE OF OUR WEBSITE, MISMANAGEMENT OR SERVICE INTERRUPTIONS COULD SIGNIFICANTLY HARM OUR BUSINESS
Our website will be hosted and maintained by a third party hosting service. Any mismanagement, service interruptions, or damage to the data of our Company or our customers, could result in the loss of customers, or other harm to our business.
BECAUSE WE FACE COMPETITION OUR BUSINESS MAY FAIL
Some of our competitors have long operating histories, greater financial, technical, and marketing resources. Because we face competition from other companies offering similar services, the current and possible increase in competition may result in price reductions, reduced gross margins, and could have a material adverse effect on our business, financial condition, and results of operations.
EVOLVING REGULATION OF THE INTERNET MAY ADVERSELY AFFECT US
As Internet commerce continues to evolve there may be increased regulation by federal, state and/or foreign agencies. Any new regulations which restrict our business could harm or cause our business to fail.
BECAUSE OUR STOCK IS A PENNY STOCK, SHAREHOLDERS WILL BE MORE LIMITED IN THEIR ABILITY TO SELL THEIR STOCK
The shares offered by this prospectus constitute a penny stock under the Securities and Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. Penny stocks generally are equity securities with a price of less than $5.00. Broker/dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must provide the customer with bid and offer quotations fo r the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and 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 such rules: the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of price fluctuations in the price of the stock and may reduce the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, investors in this offering may find it difficult to sell their securities, if at all.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None
ITEM 2. PROPERTIES.
Executive Offices
Our executive offices are located at 409 Granville Street, Suite 1023, Vancouver, BC, Canada V6C 1T2 . Mr. Salari, our sole director and officer, currently provides this space to us free of charge. This space may not be available to us free of charge in the future. We do not own any real property.
ITEM 3. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4. REMOVED AND RESERVED.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market for Securities
Our common shares are quoted on the Over-The-Counter Bulletin Board under the trading symbol “KBKW.OB”. Our shares have been quoted on the Over-The-Counter Bulletin Board since September 2, 2009. There have been no trades in our shares of common stock since September 2, 2009.
Our transfer agent is Island Stock Transfer, of 100 Second Avenue S, Suite 105S, St. Petersburg, FL 33701; telephone number (727) 289-0010; facsimile: (727) 289-0069.
Holders of our Common Stock
As of July 29, 2010, there were approximately 38 registered stockholders holding 35,750,000 shares of our issued and outstanding common stock.
Dividend Policy
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| | 1. | We would not be able to pay our debts as they become due in the usual course of business; or |
| | | |
| | 2. | Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. |
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
On June 14, 2010 the Company issued 30,000,000 Common Shares to our President and Chief Executive Officer, Dr. Hassan Salari for the services rendered to the business of the Company.
In connection with the foregoing issuance of common stock, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the Commission under the Securities Act and/or Section 4(2) of the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended April 30, 2010.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.
Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Plan of Operation
The intent of Management is to create a unique, simple, effective, value-based system that has instant appeal to users. It will not only be an invaluable learning tool, it will represent a fun way for children to put their pictures and written content into an end product that will make family proud and friends want to do the same. This will all be available at very low cost. It will be a totally online, automated system with no need for a large staff.
Creating the Website
The process of creating the Kids Book Writer website is expected to be as follows:
| · | Working with its web designer, decide on the various graphics, layout options, and content on the home page and other pages. |
| · | Conduct additional research on printing options and secure relationships or incorporate links / options on the website. As one example, links to WalMart’s online “Memory Book” service. |
| · | Assemble the considerable amount of content that must be available on the site. |
| · | Incorporate ecommerce ability on the website. |
| · | Create an effective “search” strategy. |
| · | Test market the site with children of various ages. |
This process is expected to have a budget of approximately $30,000 and take 9 to 12 months. The Company has launched its test website at www.kidsbwriter.com.
Following this initial phase, ongoing efforts are expected to be geared to the following activities:
| · | Monitoring results and making changes / adjustments as appropriate. |
| · | Continuing to institute marketing enhancements. |
| · | Where appropriate and advisable, bring additional, closely related products to the website. |
| · | Creating of additional websites, written in foreign languages. |
The President of Kids Book Writer, Hassan Salari, will spearhead this effort. Due to the nature of the costs involved and the fact that Hassan Salari will not be receiving a salary at this time, expenses related to this ongoing effort are expected to be less than $10,000. The Company also expects to be generating revenue from the website at this time.
If Kids Book Writer experiences a considerable degree of financial success, additional marketing and other expenses may be incurred to further broaden the reach of the business, which may involve hiring one or more additional staff to handle increased demands, site monitoring, and customer support. There may be additional demands placed on the Company for website development and the need to broaden the management team. Depending on availability of funds and the opportunities available to the Company, Kids Book Writer may also hire additional marketing personnel to access additional sales and distribution channels.
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.
We did not earn any revenues from inception through April 30, 2010. We do not anticipate earning revenues until such time as our website is fully operational. We are presently in the development stage of our business and we can provide no assurance that we will generate any revenue or attain profitability.
We incurred operating expenses in the amount of $72,645 from inception on October 24, 2007 through April 30, 2010. These operating expenses were composed of professional fees, and other administrative expenses.
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2010 which are included herein.
Our operating results for the year ended April 30, 2010 and for the period from October 24, 2007 (Inception through April 30, 2009) are summarized as follows:
| | | Year Ended | | | For the period from October 24, 2007, through | |
| | | April 30, 2010 | | | April 30, 2009 | |
| | | | | | | |
| Revenue | | $ | - | | | $ | - | |
| Operating Expenses | | $ | 30,067 | | | | | |
| Net Loss | | $ | 30,067 | | | $ | 42,578 | |
Revenues
We have not earned any revenues to date, and do not anticipate earning revenues until such time as our website has become fully operational.
Expenses
Our expenses for the year ended April 30, 2010 and for the period from October 24, 2007 through April 30, 2009 are outlined in the table below:
| | | Year Ended | | | For the period from October 24, 2007, through | |
| | | April 30, 2010 | | | April 30, 2009 | |
| | | | | | |
| Advertising & Promotion | | $ | - | | | $ | 7,950 | |
| Consulting Expenses | | | 8,798 | | | | | |
| Professional Fees | | | 17,449 | | | | 4,391 | |
| Stock Transfer Fees | | | 2,851 | | | | 17,937 | |
| Other General and Administrative | | | 969 | | | | 1,802 | |
| Total Expenses | | $ | 30,067 | | | $ | 42,578 | |
General and Administrative
The increase in our expenses for the year ended April 30, 2010 compared to the period from October 24, 2007 through April 30, 2009 was primarily due to the costs associated with the filing of our registration statement and development costs.
Professional Fees
Professional fees include our accounting and auditing expenses incurred in connection with the preparation and audit of our financial statements and professional fees that we pay to our legal counsel. Our accounting and auditing expenses were incurred in connection with the preparation of our audited financial statements and unaudited interim financial statements and our preparation and filing of a registration statement with the SEC. Our legal expenses represent amounts paid to legal counsel in connection with our corporate organization.
Going Concern
The financial statements accompanying this report have been prepared on a going concern basis, which implies that our Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of April 30, 2010, our Company has accumulated losses of $72,645 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our Company be unable to continue as a going concern.
Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended April 30, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities. Mr. Salari has agreed to provide loans to a minimal amount to carry on our legal, accounting and reporting needs.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Application of Critical Accounting Estimates
The financial statements of our Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.
The financial statements have been prepared within the framework of the significant accounting policies summarized below:
Recent Accounting Pronouncements
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and sett lements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.
In February 2010, the FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter beginning after December 15, 2010. The adoption of ASC No. 2010-06 will not have a material impact on the Company’s financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Kid’s Book Writer Inc.
(A Development Stage Company)
Financial Statements
(Expressed in U.S. Dollars)
30 April 2010
| James Stafford | | |
| | | James Stafford, Inc. Chartered Accountants Suite 350 – 1111 Melville Street Vancouver, British Columbia Canada V6E 3V6 Telephone +1 604 669 0711 Facsimile +1 604 669 0754 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Kid’s Book Writer Inc.
(A Development Stage Company)
We have audited the balance sheet of Kid’s Book Writer Inc. (A Development Stage Company) (the “Company”) as of 30 April 2010, and the related statements of operations, cash flows and changes in stockholders’ deficiency for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of 30 April 2009, were audited by other auditors whose report dated 25 July 2009, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 the Company as of 30 April 2010 and the results of its operations, its cash flows and its changes in stockholders’ equity for the year then ended 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 discussed in Note 1 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| | | /s/ James Stafford |
| Vancouver, Canada | | Chartered Accountants |
28 July 2010
Kid’s Book Writer Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
| | | 2010 | | | 2009 | |
| | | | $ | | | | $ | |
| | | | | | | | | |
| Assets | | | | | | | | |
| | | | | | | | | |
| Current | | | | | | | | |
| Cash and cash equivalents | | | - | | | | 68 | |
| | | | | | | | | |
| | | | - | | | | 68 | |
| | | | | | | | | |
| Liabilities | | | | | | | | |
| | | | | | | | | |
| Current | | | | | | | | |
| Accounts payable and accrued liabilities (Note 3) | | | 3,100 | | | | - | |
| | | | | | | | | |
Due to related party (Note 4) | | | 800 | | | | 500 | |
| | | | | | | | | |
| | | | 3,900 | | | | 500 | |
| | | | | | | | | |
| Stockholders’ equity | | | | | | | | |
Capital stock (Note 5) | | | | | | | | |
| Authorized | | | | | | | | |
| 75,000,000 of common shares, par value $0.001 | | | | | | | | |
| Issued and outstanding | | | | | | | | |
| 2010 – 5,750,000 common shares, par value $0.001 | | | | | | | | |
| 2009 – 5,750,000 common shares, par value $0.001 | | | 5,750 | | | | 5,750 | |
| Additional paid in capital | | | 62,995 | | | | 36,396 | |
| Deficit, accumulated during the development stage | | | (72,645 | ) | | | (42,578 | ) |
| | | | | | | | | |
| | | | (3,900 | ) | | | (432 | ) |
| | | | | | | | | |
| | | | - | | | | 68 | |
Nature and Continuance of Operations (Note 1), Subsequent Events (Note 8)
On behalf of the Board:
Director
Hassan Salari
The accompanying notes are an integral part of these financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
| | | For the period from the date of inception on 24 October 2007 to 30 April 2010 | | | For the year ended 30 April 2010 | | | For the year ended 30 April 2009 | | | For the year ended 30 April 2008 | |
| | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | |
| General and administrative (Schedule 1) | | | 72,645 | | | | 30,067 | | | | 40,029 | | | | 2,549 | |
| | | | | | | | | | | | | | | | | |
| Net loss for the year | | | (72,645 | ) | | | (30,067 | ) | | | (40,029 | ) | | | (2,549 | ) |
| | | | | | | | | | | | | | | | | |
| Basic and diluted earnings per common share | | | | | | | (0.005 | ) | | | (0.007 | ) | | | 0.000 | |
| | | | | | | | | | | | | | | | | |
| Weighted average number of common shares used in per share calculations | | | | | | | 5,750,000 | | | | 5,750,000 | | | | 3,425,926 | |
The accompanying notes are an integral part of these financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
| | | For the period from the date of inception on 24 October 2007 to 30 April 2010 | | | For the year ended 30 April 2010 | | | For the year ended 30 April 2009 | | | For the year ended 30 April 2008 | |
| | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | |
| Cash flows from operating activities | | | | | | | | | | | | |
| Net (income) loss for the year | | | (72,645 | ) | | | (30,067 | ) | | | (40,029 | ) | | | (2,549 | ) |
| Adjustments to reconcile loss to net cash used by operating activities | | | | | | | | | | | | | | | | |
| Changes in operating assets and liabilities | | | | | | | | | | | | | | | | |
| Increase in accounts payable and accrued liabilities | | | 3,100 | | | | 3,100 | | | | - | | | | - | |
| Increase in due to related parties | | | 800 | | | | 800 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| | | | (68,745 | ) | | | (26,167 | ) | | | (40,029 | ) | | | (2,549 | ) |
| | | | | | | | | | | | | | | | | |
| Cash flows from investing activities | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| Cash flows from financing activities | | | | | | | | | | | | | | | | |
| Common shares issued for cash | | | 42,000 | | | | - | | | | - | | | | 42,000 | |
| Loan from related parties | | | 26,599 | | | | 26,099 | | | | - | | | | 500 | |
| Other contributed capital | | | 146 | | | | - | | | | - | | | | 146 | |
| | | | | | | | | | | | | | | | | |
| | | | 68,745 | | | | 26,099 | | | | - | | | | 42,646 | |
| | | | | | | | | | | | | | | | | |
| Increase in cash and cash equivalents | | | - | | | | (68 | ) | | | (40,029 | ) | | | 40,097 | |
| | | | | | | | | | | | | | | | | |
| Cash and cash equivalents, beginning of period | | | - | | | | 68 | | | | 40,097 | | | | - | |
| | | | | | | | | | | | | | | | | |
| Cash and cash equivalents, end of period | | | - | | | | - | | | | 68 | | | | 40,097 | |
Supplemental Disclosures with Respect to Cash Flows (Note 7)
The accompanying notes are an integral part of these financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
| | | Number of shares issued | | | Share capital | | | Additional paid in capital | | | Deficit, accumulated during the development stage | | | Stockholders’ deficiency | |
| | | | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | |
| Balance at 24 October 2007 (inception) | | | - | | | | - | | | | - | | | | - | | | | - | |
| Capital contributed by a director | | | - | | | | - | | | | 146 | | | | - | | | | 146 | |
| Common shares issued – cash ($0.005 per share) (Note 5) | | | 3,100,000 | | | | 3,100 | | | | 12,400 | | | | - | | | | 15,500 | |
| Common shares issued – cash ($0.01 per share) (Note 5) | | | 1,400,000 | | | | 1,400 | | | | 12,600 | | | | - | | | | 14,000 | |
| Common shares issued – cash ($0.01 per share) (Note 5) | | | 1,050,000 | | | | 1,050 | | | | 9,450 | | | | - | | | | 10,500 | |
| Common shares issued – cash ($0.01 per share) (Note 5) | | | 200,000 | | | | 200 | | | | 1,800 | | | | - | | | | 2,000 | |
| Net loss for the year | | | - | | | | - | | | | - | | | | (2,549 | ) | | | (2,549 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at 30 April 2008 | | | 5,750,000 | | | | 5,750 | | | | 36,396 | | | | (2,549 | ) | | | 39,597 | |
| Net loss for the year | | | - | | | | - | | | | - | | | | (40,029 | ) | | | (40,029 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at 30 April 2009 | | | 5,750,000 | | | | 5,750 | | | | 36,396 | | | | (42,578 | ) | | | (432 | ) |
| Contributions to capital by related parties – loan forgiveness (Note 4) | | | - | | | | - | | | | 26,599 | | | | - | | | | 26,599 | |
| Net loss for the year | | | - | | | | - | | | | - | | | | (30,067 | ) | | | (30,067 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at 30 April 2010 | | | 5,750,000 | | | | 5,750 | | | | 62,995 | | | | (72,645 | ) | | | (3,900 | ) |
The accompanying notes are an integral part of these financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Schedule 1 – General and Administrative Expenses (Expressed in U.S. Dollars)
| | | For the period from the date of inception on 24 October 2007 to 30 April 2010 | | | For the year ended 30 April 2010 | | | For the year ended 30 April 2009 | | | For the year ended 30 April 2008 | |
| | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | |
| Advertising & promotion | | | 7,950 | | | | - | | | | 7,950 | | | | - | |
| Consulting fees | | | 19,296 | | | | 8,798 | | | | 7,998 | | | | 2,500 | |
| Professional fees | | | 21,840 | | | | 17,449 | | | | 4,391 | | | | - | |
| Stock transfer fees | | | 20,788 | | | | 2,851 | | | | 17,937 | | | | - | |
| Other general & administrative | | | 2,771 | | | | 969 | | | | 1,753 | | | | 49 | |
| | | | | | | | | | | | | | | | | |
| | | | 72,645 | | | | 30,067 | | | | 40,029 | | | | 2,549 | |
The accompanying notes are an integral part of these financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
1. Nature and Continuance of Operations
Kid’s Book Writer Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 24 October 2007. The Company was incorporated for the purpose to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada.
The Company is a development stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is focused on web-based marketing of children’s book and offering children and parents the ability to create their own book. No revenue has been derived during the organization period and the Company’s planned principle operations have not commenced.
The Company’s financial statements as at 30 April 2010 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $30,067 for the year ended 30 April 2010 (2009 – loss of $40,029, 2008 – loss of $2,549) and has a working capital deficit of $3,900 at 30 April 2010 (2009 – working capital deficit of $432).
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 30 April 2010. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and clas sification of liabilities that might be necessary should the Company be unable to continue as a going concern.
At 30 April 2010, the Company was not engaged in a business and had suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2. Significant Accounting Policies
The following is a summary of significant accounting policies used in the preparation of these financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
The Accounting Standards Codification
In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle – a replacement of FASB Statement No. 162”. The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.A. accounting standards; all other accounting literature not included in the Codification (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non- authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after 15 September 2009. The adoption of the Codification changed the Company’s references to U.S. GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.
Basis of presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is 30 April.
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Financial instruments
Fair Value
The carrying values of cash and cash equivalents, due to related party and accounts payable approximate their fair values because of the short-term maturity of these financial instruments.
Interest Rate Risk
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.
Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits.
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Currency Risk
The Company’s functional and reporting currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Derivative financial instruments
The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
Basic and diluted net loss per share
The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchas ed from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Segments of an enterprise and related information
ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.
Foreign currency translation
The Company’s functional and reporting currency is U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these interim financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.
Recent accounting pronouncements
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances an d settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
In February 2010, the FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter beginning after December 15, 2010. The adoption of ASC No. 2010-06 will not have a material impact on the Company’s financial statements.
Changes in accounting policies
In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of ASC 855, “Subsequent Events” is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The new guidance was effective on a prospective basis for interim or annu al reporting periods ending after 15 June 2009. The adoption of this guidance did not have a material impact on the Company’s financial statements.
3. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.
As at 30 April 2010, the amount due to related party consists of $800 (2009 - $Nil) payable to a director and shareholder of the Company. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.
During the year ended 30 April 2010, a former officer and director of the Company forgave loans to the Company totaling $24,499. This loan forgiveness has been recorded as contributions to capital (Note 7).
During the year ended 30 April 2010, a shareholder of the Company forgave loans to the Company totaling $2,100. This loan forgiveness has been recorded as contributions to capital (Note 7).
Authorized
The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.
Issued and outstanding
The total issued and outstanding capital stock is 5,750,000 common shares with a par value of $0.001 per common share.
During the year ended 30 April 2008, the Company issued 3,100,000 common shares valued at $0.005 per share for $15,500 in cash payments.
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
During the year ended 30 April 2008, the Company issued 1,400,000 common shares valued at $0.01 per share for $14,000 in cash payments.
During the year ended 30 April 2008, the Company issued 1,050,000 common shares valued at $0.01 per share for $10,500 in cash payments.
During the year ended 30 April 2008, the Company issued 200,000 common shares valued at $0.01 per share for $2,000 in cash payments.
The Company has losses carried forward for income tax purposes to 30 April 2010. There are no current or deferred tax expenses for the year ended 30 April 2010 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.
The provision for refundable federal income tax consists of the following:
| | | For the year ended 30 April 2010 | | | For the year ended 30 April 2009 | |
| | | $ | | | $ | |
| | | | | | | |
| Deferred tax asset attributable to: | | | | | | |
| Current operations | | | (10,223 | ) | | | (13,610 | ) |
| Contributions to capital by related parties – loan forgiveness (Note 4) | | | 9,044 | | | | - | |
| Less: Change in valuation allowance | | | 1,179 | | | | 13,610 | |
| | | | | | | | | |
| Net refundable amount | | | - | | | | - | |
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
The composition of the Company’s deferred tax assets as at 30 April 2010 are as follows:
| | | 2010 | | | 2009 | |
| | | $ | | | $ | |
| | | | | | | |
| Net income tax operating loss carryforward | | | 46,046 | | | | 42,578 | |
| | | | | | | | | |
| Statutory federal income tax rate | | | 34 | % | | | 34 | % |
| Effective income tax rate | | | 0 | % | | | 0 | % |
| | | | | | | | | |
| Deferred tax asset | | | 15,656 | | | | 14,477 | |
| Less: Valuation allowance | | | (15,656 | ) | | | (14,477 | ) |
| | | | | | | | | |
| Net deferred tax asset | | | - | | | | - | |
The potential income tax benefit of these losses has been offset by a full valuation allowance.
As at 30 April 2010, the Company has an unused net operating loss carry-forward balance of approximately $46,046 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between the years 2028 to 2030.
7. Supplemental Disclosures with Respect to Cash Flows
| | | For the period from the date of inception on 24 October 2007 to 30 April 2010 | | | For the year ended 30 April 2010 | | | For the year ended 30 April 2009 | | | For the year ended 30 April 2008 | |
| | | | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | |
| Cash paid during the year for interest | | | - | | | | - | | | | - | | | | - | |
| Cash paid during the year for income taxes | | | - | | | | - | | | | - | | | | - | |
During the year ended 30 April 2010, a former officer and director of the Company forgave loans to the Company totaling $24,499. This loan forgiveness has been recorded as contributions to capital (Note 4).
During the year ended 30 April 2010, a shareholder of the Company forgave loans to the Company totaling $2,100. This loan forgiveness has been recorded as contributions to capital (Note 4).
Kid’s Book Writer Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
The following event occurred during the period from the year ended 30 April 2010 to the date the financial statements were available to be issued on 28 July 2010:
On 14 June 2010, the Company issued 30,000,000 common shares to a President and director of the Company for services rendered.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed 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.
Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of April 30, 2010, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of April 30, 2010, and identified the following material weaknesses:
| · | There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the Securities and Exchange Commission; |
| · | There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and |
| · | There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties. |
Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.
The Company will continue its assessment on a quarterly basis and as soon as we start operations we plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this. There has been no change in its internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.
The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not p revent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of April 30, 2010. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.
There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
As at July 29, 2010, our directors and executive officers, their ages, positions held, and duration of such, are as follows:
| Name | | Position Held with the Company | | Age | | Date First Elected or Appointed |
| Hassan Salari | | Chief Executive Officer and Director | | 56 | | March 16, 2010 |
Business Experience
The following is a brief account of the education and business experience of our sole director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.
HASSAN SALARI is an entrepreneur and scientist. Dr. Salari has over 25 years’ experience in the biotechnology field, specializing in highly sophisticated research and drug development programs and business development.
Currently, Dr. Salari is the Chairman, President and Chief Executive Officer of Kids Book Writer Inc. (OTCBB: KBKW). Dr. Salari is also the Chief Executive Officer of Global Health Ventures, a company that offers an online service designed to give children and parents the ability to create their own book. Further, Dr. Salari is a director of Neurokine Pharmaceutical Inc (OTCBB: NEUKF), a company with an emphasis in neurological diseases. Prior to that he was a director of Pacgen Biopharmaceuticals Inc., a public company with its shares listed on the TSX Venture Exchange. From 1998 to 2007, Dr. Salari was the Chief Executive Officer and President of Chemokine Therapeutics Corp., a company established as a focused biotechnology company to develop chemokine-based therapeutic products for human diseases. Chemoki ne was a public company listed on OTC bulletin board and TSX. From 1992 to 1998, Dr. Salari was the Chief Executive Officer and President of Inflazyme Pharmaceuticals Ltd., a company founded by Dr. Salari. Dr. Salari maintained the responsibility of managing the company’s business affairs as well as its drug discovery and development programs (focused on allergies and asthma). While there, he negotiated and closed several licensing deals with biotechnology and pharmaceutical companies.
From 1991 to 1998, Dr. Salari was a Professor, Department of Medicine at the University of British Columbia. From 1987 to 1990, he was an Assistant Professor at the University of British Columbia. From 1986 to 1987, he was a research associate in the Department of Medicine at the University of British Columbia. He was the lead project investigator in cytokine research and drug development. From 1984 to 1986, he worked as a research associate at the Department of Physiology, Laval University. Dr. Salari carried out research work on the biology of human blood cells and their control by cytokines. From 1981 to 1982, Dr. Salari worked at the Department of Immunology at McGill University in Montreal as a research associate. He is the author of over 200 scientific articles, abstracts and books in var ious subject of medicine.
Term of Office
Our sole director was appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our sole officer was appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than our sole director and officer described above.
Family Relationships
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
Our sole director, executive officer and control person has not been involved in any of the following events during the past five years:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Audit Committee
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
| · | approved by our audit committee; or |
| · | entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management. |
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
The table below shows the compensation paid to our current sole officer and former Chief Executive Officer and former Secretary:
| SUMMARY COMPENSATION TABLE | |
Name and Principal Position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) (4) | | | Non- Equity Incentive Plan Compensa- tion ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensa -tion ($) | | | Total ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Michael Frank Phillet (1) | | | 2010 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
President, Chief Executive Officer and Chief Financial Officer | | | 2009 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Michelle Demers (2) Secretary | | | 2010 2009 | | | | 0 0 | | | | 0 0 | | | | 0 0 | | | | 0 0 | | | | 0 0 | | | | 0 0 | | | | 0 0 | | | | 0 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Hassan Salari (3) | | | 2010 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| (1) | Michael Frank Phillet resigned as President, Chief Executive Officer and Chief Financial Officer on March 16, 2010. |
| (2) | Michelle Demers resigned as our Secretary on March 16, 2010. |
| (3) | Hassan Salari was appointed as the Company’s as President, Chief Executive Officer and Chief Financial Officer on March 16, 2010. |
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
Outstanding Equity Awards at Fiscal Year-End
As at April 30, 2010, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers.
Aggregated Options Exercised in the Year Ended April 30, 2010 and Year End Option Values
There were no stock options exercised during the year ended April 30, 2010.
Repricing of Options/SARS
We did not reprice any options previously granted during the year ended April 30, 2010.
Director Compensation
We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.
Employment Contracts
We presently do not have any employment agreements or other compensation arrangements with Mr. Salari. Generally, they provide their services on a part-time basis without compensation. They have agreed not to charge any management fee during the current period prior to the Company generating revenues.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
As of July 29, 2010, there were 35,750,000 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.
Title of Class Directors and Officers: | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (1) | Percentage of Class (2) |
| | | | |
| Common Stock | Hassan Salari 409 Granville Street, Suite 1023 Vancouver, Canada A1 V6C 1T2 | 33,100,000 | 92.58% |
| | | | |
| Common Stock | Directors and Officers as a group | 33,100,000 | 92.58% |
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 da ys of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2) The percentage of class is based on 35,750,000 shares of common stock issued and outstanding as of July 29, 2010.
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None of the following parties has, since commencement of our fiscal year ended April 30, 2010, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our Company is a participant and the amount involved exceeds $120,000 of our Company’s total assets for the last three completed financial years:
| | (i) | Any of our directors or officers; |
| | | |
| | (ii) | Any person proposed as a nominee for election as a director; |
| | | |
| | (iii) | Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; |
| | | |
| | (iv) | Any of our promoters; and |
| | | |
| | (v) | Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. |
Director Independence
Our common stock is quoted on the OTC bulletin board interdealer quotation system, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our sole director, Hassan Salari, is also our sole officer. As a result, we do not have any independent directors.
As a result of our limited operating history and limited resources, our management believes that we will have difficulty in attracting independent directors. In addition, we would be likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit fees
The aggregate fees billed for the two most recently completed fiscal periods ended April 30, 2010 and April 30, 2009 for professional services rendered by John Kinross-Kennedy, C.P.A. and James Stafford Chartered Accountants, for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| | | Year Ended April 30, 2010 | | | Year Ended April 30, 2009 | |
| Audit Fees and Audit Related Fees | | $ | - | | | $ | 2,000 | |
| Tax Fees | | | - | | | | - | |
| All Other Fees | | | - | | | | - | |
| Total | | $ | - | | | $ | 2,000 | |
In the above table, “audit fees” are fees billed by our Company’s external auditor for services provided in auditing our Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
The board of directors has considered the nature and amount of fees billed by James Stafford Chartered Accountants and believes that the provision of services for activities unrelated to the audit is compatible with maintaining James Stafford Chartered Accountants.
Change in Registrant’s Certifying Accountant
On July 16, 2010, the Board of Directors of the Company dismissed John Kinross-Kennedy, CPA, Irvine, California (“Kinross-Kennedy”), as the Company’s independent registered public accounting firm.
The reports of Kinross-Kennedy on the Company’s financial statements as of and for the years ended April 30, 2009 and April 30, 2008, contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.
During the fiscal years ending ended April 30, 2009 and April 30, 2008 and the subsequent period through July 16, 2010, there have been no (i) disagreements with Kinross-Kennedy on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Kinross-Kennedy’s satisfaction, would have caused Kinross-Kennedy to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
(b) New independent registered public accounting firm
On July 16, 2010, the Board of Directors of the Company engaged James Stafford, Inc., Chartered Accountants of Vancouver, British Columbia, Canada (“Stafford”) as the Company’s new independent registered public accounting firm.
During the recent fiscal years ending April 30, 2009 and April 30, 2008, and the subsequent interim period prior to the engagement of Stafford, the Company has not consulted Stafford regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(v)) or a reportable event (as defined in Item 304(a)(1)(v)).
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit Number | | Description |
| 3.1 | | Articles of Incorporation (filed as an exhibit to our Form S-1 Registration Statement, filed on June 25, 2009) |
| | | |
| 3.2 | | Bylaws (filed as an exhibit to our Form S-1 Registration Statement, filed on June 25, 2009) |
| | | |
| 23.1* | | Consent of Independent Registered Public Accounting Firm |
| | | |
| 31.1* | | Certification by the Chief Executive Officer and Chief Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) |
| | | |
| 32.1* | | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | KID’S BOOK WRITER INC. |
| Date: July 29, 2010 | | |
| | By: | /s/ Hassan Salari |
| | | Hassan Salari Chief Executive Office |
| | | |
| | | |
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