Mr. Neil Glover has a Post Graduate Diploma in Marketing - Chartered Institute of Marketing Member of the Chartered Institute of Marketing and a Chartered Marketer. BA (Hons) Degree, Business Management with Marketing Management. University of Gloucestershire, Cheltenham, Sept. 1998 - June 2002. 4-year sandwich course with one years work placement (Mostra Ltd. & Allcars.com Ltd.)
From 2007 to August 2009 Mr. Neil Glover worked for Rix & Kay Solicitors LLP a regional law firm based in Sussex, England. They offer a complete range of both private client and commercial services and have a series of dedicated teams that are specialists within the fields they operate. Mr. Neil Glover was responsible for planning and implementing new acquisition activity through co-coordinating, developing, and delivering a range of promotions, events, literature and products to clients. He also worked on promotional campaigns utilizing full marketing mix. From 2005 through 2007 Mr. Neil Glover worked for JNSquared Ltd. Marketing as the Director of Marketing .. JNSquared Ltd is an independent marketing and website design consultancy. The company works with a number of businesses from start-ups to well established firms. Mr. Neil Glover was reasonable for developing clients marketing strategy and ensuring that their business requirements were met. From 2003 through 2005 Mr. Neil Glover worked for Auto Data Network as a marketing manager. He was responsible for the project management of allCars.com.
AUDIT COMMITTEE
The Company does not presently have an Audit Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.
The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the "Board") the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
COMPENSATION COMMITTEE
The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.
NOMINATING COMMITTEE
The Company does not have a Nominating Committee and the full Board acts in such capacity.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors and executive officers and persons who beneficially own more than ten percent (10%) of a registered class of its equity securities, file with the SEC reports of ownership and changes in ownership of its common stock and other equity securities. Executive officers, directors, and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to us or written representations that no other reports were required, the Company believes that to date, all filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were met.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial ownership of our securities by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting securities, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, our address is: 3280 Sunrise Highway Suite 51 Wantagh, NY 11793. The Company's telephone number is 516- 816-2563.
As of August 31, 2009, there were Eighteen Million (18,000,000) shares of common stock issued and outstanding.
(1) This table is based on Eighteen Million (18,000,000) shares of common stock outstanding
As of the date of this prospectus, we had the following security holder holding greater than 5%:
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class (1) |
| | | | |
| Common Stock | Christopher Glover | 18,000,000 | 100% |
| Common Stock | All executive officers and directors as a group | 18,000,000 | 100% |
| Total | | 18,000,000 | 100% |
REMUNERATION OF DIRECTORS AND OFFICERS
Flameret, Inc. has made no provisions for paying cash or non-cash compensation to its officers and sole director. No salaries are being paid at the present time, and none will be paid unless and until our developmental stage operations generate sufficient cash flow.
The following table sets forth all the remuneration of our Director and Officers for the period from inception on August 13, 2009, through to the end of the period on August 31, 2009:
| NAME OF INDIVIDUAL | CAPACITIES IN WHICH REMUNERATION WAS RECEIVED | AGGREGATE CASH REMUNERATION |
| | | |
| Christopher Glover | Chief Executive Officer, President, Chief Financial Officer, Secretary | $ NIL |
| Michael O'Driscoll | Vice President | $ NIL |
| Neil Glover | Vice President, Sales | $NIL |
| Total | All Officers and Directors | $NIL |
EMPLOYMENT AGREEMENTS
To date, the Company has no employment agreements in effect with its Principal Executive Officer. We do not pay compensation to our Director for attendance at meetings. We will reimburse Directors for reasonable expenses incurred during the course of their performance.
EXECUTIVE COMPENSATION
The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officers below. The following table summarizes all compensation from inception (August 13, 2009) to August 31, 2009.
SUMMARY COMENSATION TABLE
| NAME PRINCIPAL OTHER | CAPACITIES IN WHICH REMUNERATION WAS RECEIVED | OTHER ANNUAL COMPENSATION |
| | | YEAR | SALARY $ | BONUS $ |
| Christopher Glover | Chief Executive Officer, President, Chief Financial Officer, Secretary | 2009 | $ NIL | $ NIL |
| Michael O’Driscoll | Vice President, Finance | 2009 | $ NIL | $ NIL |
| Niel Glover | Vice President, Sales | 2009 | $NIL | $NIL |
COMPENSATION OF DIRECTORS
Directors do not currently receive compensation for their services as directors, but we plan to reimburse them for expenses incurred in attending board meetings.
STOCK INCENTIVE PLAN
At present, we do not have a stock incentive plan in place. We have not granted any options to Directors and Officers.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
At present, we do not have employment agreements with our Principal Executive officer.
PRINCIPAL STOCKHOLDER
a) Security Ownership of Management - the number and percentage of shares of common stock of the Company owned of record and beneficially, by each officer and director of the Company and by all officers and directors of the Company as a group, and all shareholders known to the Company to beneficially own 5% or more of the issued and outstanding Shares of the Company, is as follows.
Unless otherwise stated, our address is: 3280 Sunrise Highway Suite 51 Wantagh, NY 11793. The Company's telephone number is 516- 816-2563.
| Name | | Shares Beneficially Owned prior to Offering | | | Shares to be Offered | | | Shares Beneficially Owned after Offering | | | Percent Beneficially Owned after Offering | |
| Christopher Glover | | | 18,000,000 | | | | 8,000,000 | | | | 10,000,000 | | | | 55% | |
| Total Officers, Directors and Significant Shareholders as a group | | | 18,000,000 | | | | | | | | 10,000,000 | | | | 55% | |
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
As of the date of this prospectus, other than the transaction described above, there are no, and have not been since inception, any material agreements or proposed transactions, whether direct or indirect, with any of the following:
| | * | Any of our Directors or Officers; |
| | * | Any nominee for election as a director; |
| | * | Any principal security holder identified in the preceding “Security Ownership of Selling Shareholder and Management" section; or |
| | * | Any relative or spouse, or relative of such spouse, of the above referenced persons. |
TRANSFER AGENT AND REGISTRAR
Transfer Agent and Registrar: The Company acts as its own transfer agent at this time. When this registration statement becomes effective the company will use for our common stock the services of ISLAND STOCK TRANSFER INC., 100 Second Avenue South, Suite 705S St Petersburg, FL 33701, Telephone 727-289-0010 Facsimile 727-290-3961,
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the offering, we will have outstanding Eighteen Million (18,000,000) shares of common stock. Of these shares, the Eight Million (8,000,000) shares to be sold in the offering, will be freely tradable in the public market without restriction under the Securities Act, unless the shares are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.
The remaining shares of common stock outstanding upon completion of the offering will be "restricted securities," as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration, such as the exemption afforded by Rule 144.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
We have adopted provisions in our certificate of incorporation that limit the liability of our Directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the Nevada General Corporation Law. Nevada law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:
| | * | For any breach of their duty of loyalty to us or our security holders; |
| | * | For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| | * | For unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the Nevada General Corporation Law; or, |
| | * | For any transaction from which the director derived an improper personal benefit. |
In addition, our bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Nevada General Corporation Law, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws).
These indemnification provisions may be sufficiently broad to permit indemnification of the registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
We are authorized to issue an aggregate number of 100,000,000 shares of capital stock, of which 90,000,000 shares are common stock, $0.001 par value per share, and 10,000,000 shares are preferred stock, $0.001 par value per share.
The company issued to the founders Eighteen Million 18,000,000 common shares of stock for $18,000. As of August 31, 2009, there are Eighteen Million (18,000,000) shares issued and outstanding at a value of $0.001 per share.
COMMON STOCK: The securities being offered by the selling security holder are shares of our Common stock.
Common Stock
We are authorized to issue 90,000,000 shares of common stock, $0.001 par value per share. Currently we have 18,000,000 shares of common stock issued and outstanding.
Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of our shareholders. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of the board of directors.
Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.
In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
We are authorized to issue 10,000,000 shares of “blank check” preferred stock, $0.001 par value per share. The preferred stock may be divided into any number of series as our directors may determine from time to time. Our directors are authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. As of the date of this filing, we do not have any preferred shares issued and outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no outstanding stock options to purchase our securities
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
EXPERTS
AUDITOR: The financial statements included in this prospectus and the registration statement have been audited by M & K CPAS PLLC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.
AVAILABLE INFORMATION
We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto.
You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, in our files in the Commission's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, N.E., Room 1580 Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.
REPORTS TO SECURITY HOLDER
As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our security holder with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.
THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Flameret, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Flameret, Inc. (A Development Stage Company) as of August 31, 2009, and the related statements of operations, stockholders' equity and cash flows for the period from inception on August 13, 2009 through August 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 conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 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 Flameret, Inc. (A Development Stage Company) as of August 31, 2009, and the related statements of operations, stockholders' equity and cash flows for the period from inception on August 13, 2009 through August 31, 2009, 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 2 to the financial statements, the Company has an accumulated deficit of $17,275, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M & K CPAS, PLLC
www.mkacpas.com
Houston, Texas
September 18, 2009
FLAMERET, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
| | | August 31, | |
| | | 2009 | |
| ASSETS | | | |
| | | | |
| Current assets: | | | |
| Cash | | $ | 3,225 | |
| Total current assets | | | 3,225 | |
| | | | | |
| Total assets | | $ | 3,225 | |
| | | | | |
| | | | | |
| STOCKHOLDERS' EQUITY | | | | |
| | | | | |
| Current liabilities: | | | | |
| Accounts payable | | | - | |
| Total current liabilities | | | - | |
| | | | | |
| Stockholders' equity: | | | | |
| Preferred stock, $0.001 par value, 10,000,000 shares authorized, | | | | |
| no shares issued and outstanding as of August 31, 2009 | | | - | |
| Common stock, $0.001 par value, 90,000,000 shares authorized, | | | | |
| 18,000,000 shares issued and outstanding as of August 31, 2009 | | | 18,000 | |
| Additional paid-in capital | | | 2,500 | |
| (Deficit) accumulated during development stage | | | (17,275 | ) |
| Total stockholders' equity | | | 3,225 | |
| | | | | |
| Total stockholders' equity | | $ | 3,225 | |
See notes to accompanying financial statements
FLAMERET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
| | | August 13, 2009 | |
| | | (inception) to | |
| | | August 31, | |
| | | 2009 | |
| | | | |
| Revenue | | $ | - | |
| | | | | |
| Operating expenses: | | | | |
| General and administrative | | | 44 | |
| Professional fees | | | 17,231 | |
| | | | | |
| Total operating expenses | | | 17,275 | |
| | | | | |
| Net operating loss | | | (17,275 | ) |
| | | | | |
| Other income (expense) | | | - | |
| | | | | |
| Loss before provision for income taxes | | | (17,275 | ) |
| | | | | |
| Provision for income taxes | | | - | |
| | | | | |
| Net (loss) | | $ | (17,275 | ) |
| | | | | |
| | | | | |
| Weighted average number of common shares | | | | |
| outstanding - basic and fully diluted | | | 18,000,000 | |
| | | | | |
| Net (loss) per share - basic and fully diluted | | $ | (0.00 | ) |
See notes to accompanying financial statements
FLAMERET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
| | | | | | | | | | | | | | | | | | (Deficit) | | | | |
| | | | | | | | | | | | | | | | | | accumulated | | | | |
| | | | | | | | | | | | | | | Additional | | | during | | | Total | |
| | | Preferred stock | | | Common stock | | | paid-In | | | development | | | stockholders' | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | capital | | | stage | | | equity | |
| Common stock issued to founder at $0.001 per share, related party | | | - | | | $ | - | | | | 18,000,000 | | | $ | 18,000 | | | $ | - | | | $ | - | | | $ | 18,000 | |
| Contributed capital, related party | | | - | | | | - | | | | - | | | | - | | | | 2,500 | | | | - | | | | 2,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the year ended August 31, 2009 | | | - | | | | - | | | | - | | | | - | | | | - | | | | (17,275 | ) | | | (17,275 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, August 31, 2009 | | | - | | | $ | - | | | | 18,000,000 | | | $ | 18,000 | | | $ | 2,500 | | | $ | (17,275 | ) | | $ | 3,225 | |
See notes to accompanying financial statements
FLAMERET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
| | | August 13, 2009 | |
| | | (inception) to | |
| | | August 31, | |
| | | 2009 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Net (loss) | | $ | (17,275 | ) |
| Adjustments to reconcile net (loss) to net cash used in operating activities: | | | | |
| Shares issued for services | | | - | |
| Decrease (increase) in assets: | | | | |
| Prepaid expenses | | | - | |
| | | | | |
| Net cash used in operating activities | | | (17,275 | ) |
| | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
| Proceeds from sale of common stock, related party | | | 18,000 | |
| Contributed capital, related party | | | 2,500 | |
| | | | | |
| Net cash provided by financing activities | | | 20,500 | |
| | | | | |
| NET CHANGE IN CASH | | | 3,225 | |
| | | | | |
| CASH AT BEGINNING OF YEAR | | | - | |
| | | | | |
| CASH AT END OF YEAR | | $ | 3,225 | |
| | | | | |
| | | | | |
| SUPPLEMENTAL INFORMATION: | | | | |
| Interest paid | | $ | - | |
| Income taxes paid | | $ | - | |
See notes to accompanying financial statements.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 – Nature of Business and Significant Accounting Policies
Nature of business
Flameret, Inc. (“the Company”) was incorporated in the state of Nevada on August 13, 2009 (“Inception”). The Company was formed to market a range of liquid fire retardants and treatments, initially in the textile industries. The company will market an innovative range of fire barriers for the mattress industry, and for industrial workers coveralls. Our products will help revolutionize the mattress and furniture industry materials usage by giving them a non-toxic product which does not change the feel or hand or what it is being used on and that will meet the future legislation that has been passed thus making these textile products will be easier to handle, cost effective and comfortable, as well as being non-toxic, environmentally friendly, and safe for the end user.
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company follows the same accounting policies in the preparation of interim reports.
The Company has adopted a fiscal year end of August 31st.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Equipment
Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets.
Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 – Nature of Business and Significant Accounting Policies (continued)
The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Income taxes
The Company accounts for income taxes under SFAS No. 109, “Accounting for income taxes”, under SFAS No. 109, deferred tax assets and liabilities 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. 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.
Fair value of financial instruments
Statements of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2009. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values.
Financial instruments consist principally of cash. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.
Revenue recognition
Revenues from fixed price contracts and cost-plus-fee contracts are recognized as services are performed. Revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Basic and diluted loss per share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted EPS are the same.
Stock-based compensation
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
Our employee stock-based compensation awards are accounted for under the fair value method of accounting, in accordance with SFAS 123(R), as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded.
We account for our employee stock options under the fair value method of accounting, in accordance with SFAS 123(R), using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options.
Recent Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities. It also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities. It also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards required (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has considered the guidance provided by SFAS 157 in its determination of estimated fair values as of August 31, 2009, and assessed there was no impact.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
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 establishes an approach that requires quantification of financial statement misstatements based on the effects of the misstatements on the Company’s financial statements and the related financial statement disclosures. SAB 108 is effective for the year ending August 31, 2009.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (“SFAS 159”), SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair values. SFAS 159 is effective for fiscal years after November 15, 2007. The Company has considered the guidance provided by SFAS 159 as of August 31, 2009, and assessed there was no impact.
During May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation and presentation of financial statements in accordance with generally accepted accounting principles. This statement will be effective 60 days after the Securities and Exchange Commission approves the Public Company Accounting Oversight Board’s amendments to AU Section 411, The Meaning of ‘Present Fairly in Conformity With Generally Accepted Accounting Principles’. The adoption of SFAS 162 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
During March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“FAS 161”). This new standard requires enhanced disclosures for derivative instruments, including those used in hedging activities. It is effective for fiscal years and interim periods beginning after November 15, 2008, and became applicable to the Company in the first quarter of fiscal 2009. The adoption of SFAS 161 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”. SFAS 141 (Revised) establishes principals and requirements for how an acquirer of a business recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance became effective for the fiscal year beginning after December 15, 2008. The adoption of SFAS 141 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
Note 2 – Going Concern
As shown in the accompanying financial statements, the Company has incurred cumulative net losses of $17,275, and realized a cumulative deficit of $17,275 in cash flows used in operations as of August 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Related Party
On August 13, 2009, the Company issued 18,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $18,000.
On August 13, 2009, the Company received $2,500 in capital contributed from one of the Company’s founders.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 4 – Stockholders’ Equity
On August 13, 2009, the founders of the Company established 90,000,000 authorized shares of common stock. Additionally, the Company founders established 10,000,000 authorized shares of preferred stock.
Common stock
On August 13, 2009, the Company issued 18,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $18,000.
Note 5 – Fair value of financial instruments
The Company adopted SFAS 157 on January 1, 2009. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and SFAS 157 details the disclosures that are required for items measured at fair value.
The Company’s only financial instrument that must be measured under the new fair value standard is cash. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
Flameret, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 5 – Fair value of financial instruments (continued)
The following table provides a summary of the fair values of assets and liabilities under SFAS 157:
| | | | Fair Value Measurements at August 31, 2009 | |
| | Carrying Value | | | | | | | | | | | | | |
Level 1
Level 2
Level 3
Assets:
Cash
$ 3,225 $ - $ -
Total
$ 3,225 $ 3,225 $ - $ -
DEALER PROSPECTUS DELIVERY OBLIGATION
Until __________________ (90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by us in connection with the securities being registered are as follows:
| Securities and Exchange Commission Registration Fee approximate. | | $ | 464 | * |
| Audit Fees and Expenses | | | 3,000 | * |
| Legal Fees and Expenses | | | 17,000 | * |
| Miscellaneous Expenses | | | 500 | |
| Total | | $ | 20,500 | * |
* Estimated amount
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VII of our Articles of Incorporation permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. See our Articles of Incorporation filed as Exhibit 2.1 to this registration statement.
Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
ISSUANCE TO FOUNDERS
On August 13, 2009, the Company issued 18,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $18,000.
There are 10,000 preferred shares authorized. The Company has issued no preferred shares.
The Company has no stock option plan, warrants or other dilutive securities.
These shares were issued pursuant to Section 4(2) of the Securities Act. The Eighteen Million (18,000,000) shares of common stock are restricted shares as defined in the Securities Act. These issuances were made to Christopher Glover, the founder of the Company, who is a sophisticated individual. Since our inception, the founders are in a position of access to relevant and material information regarding our operations. The selling security holder is the "underwriter” within the meaning of the Securities Act of 1933, as amended with respect to all other shares being offered hereby.
ITEM 16. EXHIBITS
The following exhibits are included as part of this Form S-1 or are incorporated by reference to our previous filings:
| Exhibit No. | | Description |
| 3.1 | * | Articles of Incorporation |
| 3.1A | ** | Articles of incorporation |
| 3.2 | * | Bylaws |
| 5.1 | | Legal Opinion of Leo Moriarty, Attorney, September 10, 2009 |
| 10.1 | ** | Contract between Flameret, Inc. and United American, Inc. |
| 23.1 | | Consent of M & K CPAS, PLLC, September 18, 2009 |
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1, filed on September 18, 2009. |
| ** | Incorporated by reference to the Company’s Registration Statement on Form S-1, filed on November 16, 2009. |
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denomination and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned; thereunto duly authorized, in Tunbridge Wells, Kent, England, on this 18th, day of December, 2009.
| | FLAMERET, INC. |
| | |
| | By: /s/ Christopher Glover |
| | Christopher Glover |
| | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Christopher Glover | | President, Chief Executive Officer and Director (Principal Executive Officer) | | December 18, 2009 |
| Christopher Glover | | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| 3.1 | * | Articles of Incorporation |
| 3.1A | ** | Articles of incorporation |
| 3.2 | * | Bylaws |
| 5.1 | | Legal Opinion of Leo Moriarty, Attorney, December 18, 2009 |
| 10.1 | ** | Contract between Flameret, Inc. and United American, Inc. |
| 23.1 | | Consent of M & K CPAS, PLLC, December 18 , 2009 |
____________
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1, filed on September 18, 2009. |
| ** | Incorporated by reference to the Company’s Registration Statement on Form S-1, filed on November 16, 2009. |
