UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-165091
SELGA INC.
(Exact name of registrant as specified in its charter)
Nevada | 5500 | 27-1368734 |
(State or jurisdiction of incorporation | Primary Standard Industrial | IRS Employer |
3201 Henderson Mill Rd., #27D
Atlanta ,Georgia 30341
(Address of principal executive offices)
(404) 312-7816
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
1
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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 [ ] No [ X]
As of March 15, 2011, the registrant had 12,430,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of March 15, 2011.
2
TABLE OF CONTENTS
PART 1 |
|
|
Item 1 | Description of Business | 4 |
|
|
|
Item 1A | Risk Factors | 5 |
|
|
|
Item 2 | Properties | 5 |
|
|
|
Item 3 | Legal Proceedings | 5 |
|
|
|
Item 4 | Submission of Matters to a Vote of Security Holders | 5 |
PART II |
|
|
Item 5 | Market for Common Equity and Related Stockholder Matters | 5 |
|
|
|
Item 6 | Selected Financial Data | 6 |
|
|
|
Item 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6 |
|
|
|
Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 9 |
|
|
|
Item 8 | Financial Statements and Supplementary Data | 9 |
|
|
|
Item 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 19 |
|
|
|
Item 9A (T) | Controls and Procedures | 19 |
|
|
|
Item 9B | Other Information | 19 |
PART III |
|
|
Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 20 |
|
|
|
Item 11 | Executive Compensation | 21 |
|
|
|
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 22 |
|
|
|
Item 13 | Certain Relationships, Related Transactions | 22 |
|
|
|
Item 14 | Principal Accountant Fees and Services | 22 |
PART IV |
|
|
Item 15 | Exhibits | 23 |
3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", "our", "the Company", and "Selga" mean Selga Inc, unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
GENERAL
Selga Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 9, 2009. Our registration statement was filed with the Securities and Exchange Commission on February 26, 2010 and was declared effective on May 13, 2010.
CURRENT BUSINESS OPERATIONS
Selga Inc. started operations in the business of selling new and used automobiles on November 9, 2009. The Company purchases cars at auctions and from private parties and resells them. We have developed our business plan, and entered into an agreement dated January 9, 2010, with Selga Auto LLC. Under the terms of the agreement, Selga Auto LLC, has agreed to act as our buying agent at two car auctions for a fee of $300 per each automobile purchased with Selga Auto LLC’s assistance. Additionally, on April 27, 2010, Selga Inc.’s agreement with Selga Auto LLC was amended to provide that, in the event that Selga Auto LLC and Selga Inc. bid for the purchase of the same automobile or otherwise compete, then Selga Auto LLC must immediately withdraw its bid and not compete with Selga Inc. for the purchase of such automobile and not otherwise compete with Selga Inc. As of December 31, 2010, Selga Inc. has purchased six automobiles and sold four of them.
4
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. PROPERTIES
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “SLGA”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of March 15, 2011, no shares of our common stock have traded.
Number of Holders
As of March 15, 2011, the 12,430,000 issued and outstanding shares of common stock were held by a total of 28 shareholders of record.
5
DIVIDENDS
No cash dividends were paid on our shares of common stock during the fiscal years ended December 31, 2009 and 2010. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES
None.
OTHER STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to smaller reporting companies.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing 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. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
6
FISCAL YEAR ENDED DECEMBER 31, 2010 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2009.
Our net loss for the fiscal year ended December 31, 2010 was $27,697 compared to a net loss of $170 during the fiscal year ended December 31, 2009. During fiscal year ended December 31, 2010, the Company has generated $26,185 revenue. Cost of goods sold was $24,650 and gross margin was $1,535.
During the fiscal year ended December 31, 2010, we incurred general and administrative expenses of $29,232 compared to $170 incurred during fiscal year ended December 31, 2009. These expenses incurred during the fiscal year ended December 31, 2010 consisted of: bank charges and interest of $205 (2009: $-0); transfer agent fees of $12,053 (2009: $-0) professional fees of $15,695 (2009: $-0) and miscellaneous charges of $1,279 (2009: $170).
Expenses incurred during fiscal year ended December 31, 2010 compared to fiscal year ended December 31, 2009 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.
The weighted average number of shares outstanding was 11,294,466 for the fiscal year ended December 31, 2010 compared to 1,509,434 for the fiscal year ended December 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED DECEMBER 31, 2010
As of December 31, 2010, our current assets were $7,378 and our total liabilities were $945. As of December 31, 2010, current assets were comprised of $683 in cash and $6,695 in inventory; total liabilities were comprised of $775 in accrued expenses and of $170 in advances from a director.
As of December 31, 2010, our total assets were $7,378 comprised entirely of current assets. Stockholders’ equity decreased from $9,830 as of December 31, 2009 to $6,433 as of December 31, 2010.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended December 31, 2010, net cash flows used in operating activities was ($33,617) consisting of a net loss of ($27,697) , increase in inventory of $(6,695) and accrued expenses $775. For the fiscal year ended December 31, 2009, net cash flows used in operating activities was ($170) consisting entirely of a net loss of ($170). Net cash flows used in operating activities was ($33,787) for the period from inception (November 9, 2009) to December 31, 2010.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended December 31, 2010, net cash from financing activities was $24,300, consisting entirely of proceeds received from issuances of common stock. For the fiscal year ended December 31, 2009, net cash from financing activities was $10,170, consisting of $170 in advances from a director and $10,000 proceeds received from issuances of common stock. For the period from inception (November 9, 2009) to December 31, 2010, net cash provided by financing activities was $34,470 consisting of $34,300 proceeds received from issuances of common stock and $170 in advances from a director.
7
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any 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 investors.
GOING CONCERN
The independent auditors' report accompanying our December 31, 2010 and December 31, 2009 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
8
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
|
Balance Sheets |
|
Statements of Operations |
|
Statement of Stockholder's Equity |
|
Statements of Cash Flows |
|
Notes to Financial Statements |
|
9
Chang G. Park, CPA, Ph. D.
t 2667 CAMINO DEL RIO SOUTH PLAZA Bt SAN DIEGOt CALIFORNIA 92108t
t TELEPHONE (858)722-5953t FAX (858) 761-0341 t FAX (858) 764-5480
t E-MAILchanggpark@gmail.comt
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Selga Inc.
We have audited the accompanying balance sheets of Selga Inc. (the “Company”) as of December 31, 2010 and 2009 and the related statement of operation, changes in shareholders’ equity and cash flow for the years then ended and the period from November 7, 2009 (inception) through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Selga Inc. as of December 31, 2010 and 2009, and the result of its operation and its cash flow for the years then ended and the period from November 31, 2009 (inception) to December 31, 2010 in conformity with U.S. generally accepted accounting principles.
The 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’s losses from operations and no operation raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Chang Park
____________________
CHANG G. PARK, CPA
March 15, 2011
San Diego, CA. 92108
10
SELGA INC. (A Development Stage Company) Balance Sheets | ||||||||||
Assets | ||||||||||
|
|
| December 31, 2010 |
| December 31, 2009 | |||||
Current Assets |
|
|
|
| ||||||
| Cash | $ | 683 | $ | 10,000 | |||||
| Inventory |
| 6,695 |
| - | |||||
|
Total Current Assets |
| 7,378 | 10,000 | ||||||
Total Assets |
| $ | 7,378 | $ | 10,000 | |||||
Liabilities and Stockholders’ Equity (deficit) | ||||||||||
Current Liabilities |
|
|
|
| ||||||
| Loan from Director | $ | 170 | $ | 170 | |||||
| Accrued expenses |
| 775 |
| - | |||||
| Total Current Liabilities |
| 945 | 170 | ||||||
Stockholders’ Equity (deficit) |
|
|
|
| ||||||
| Common stock, $0.001par value, 75,000,000 shares authorized; |
|
|
|
| |||||
| 12,430,000 shares issued and outstanding (December 31, 2009 - 10,000,000) |
| 12,430 |
| 10,000 | |||||
| Additional paid-in-capital |
| 21,870 |
| - | |||||
| Deficit accumulated during the development stage |
| (27,867) |
| (170) | |||||
Total stockholders’ equity (deficit) |
| 6,433 |
| 9,830 | ||||||
Total liabilities and stockholders’ equity (deficit) | $ | 7,378 | $ | 10,000 | ||||||
| The accompanying notes are an integral part of these financial statements. |
11
SELGA INC. (A Development Stage Company) Statement of Operations | |||||||
|
| Year ended December 31, 2010 |
| Year ended December 31, 2009 |
| From Inception on November 9, 2009 to December 31, 2010 | |
Revenues | $ | 26,185 | $ | - | $ | 26,185 | |
Cost of Good Sold |
| 24,650 |
|
|
| 24,650 | |
Gross Margin |
| 1,535 |
|
|
| 1,535 | |
Expenses |
|
|
|
|
|
| |
| General and Administrative Expenses |
| 29,232 |
| 170 |
| 29,402 |
Total Expenses |
| 29,232 |
| 170 |
| 29,402 | |
Net (loss) from Operation before Taxes |
| (27,697) |
| (170) |
| (27,867) | |
Provision for Income Taxes |
| - |
| - |
| - | |
Net (loss) | $ | (27,697) | $ | (170) | $ | (27,867) | |
(Loss) per common share – Basic and diluted | $ | (0.00) | $ | (0.00) |
|
| |
Weighted Average Number of Common Shares Outstanding |
| 11,294,466 |
| 1,509,434 |
| ||
The accompanying notes are an integral part of these financial statements. |
12
SELGA INC. (A Development Stage Company) Statement of Stockholders’ Equity From Inception on November 9, 2009 to December 31, 2010 | |||||
| Number of Common Shares | Amount | Additional Paid-in- Capital | Deficit accumulated During development stage | Total |
Balance at inception on November 9, 2009 |
|
|
|
|
|
December 24, 2009 |
|
|
|
|
|
Common shares issued for cash at $0.001 | 10,000,000 | $ 10,000 | $ - | $ - | $ 10,000 |
Net (loss) |
|
|
| (170) | (170) |
Balance as of December 31, 2009 | 10,000,000 | 10,000 | - | (170) | 9,830 |
Common shares issued for cash at $0.01 | 2,430,000 | 2,430 | 21,870 | - | 24,300 |
Net (loss) |
|
|
| (27,697) | (27,697) |
Balance as of December 31, 2010 | 12,430,000 | $12,430 | $ 21,870 | $ (27,867) | $ 6,433 |
The accompanying notes are an integral part of these financial statements.
13
SELGA INC. (A Development Stage Company) Statement of Cash Flows | |||||||||
|
| Year ended December 31, 2010 |
| Year ended December 31, 2009 |
| From Inception on November 9, 2009 to December 31, 2010 | |||
Operating Activities |
|
|
|
|
| ||||
| Net (loss) | $ | (27,697) | $ | (170) | $ | (27,867) | ||
| Changes in operating assets and liabilities: |
|
|
|
|
|
| ||
| Increase in inventory |
| (6,695) |
| - |
| (6,695) | ||
| Accrued expenses |
| 775 |
| - |
| 775 | ||
| Net cash (used) for operating activities |
| (33,617) |
| (170) |
| (33,787) | ||
|
|
|
|
|
|
| |||
Investing Activities |
| - |
| - |
| - | |||
Financing Activities |
|
|
|
|
|
| |||
| Loans from Director |
| - |
| 170 |
| 170 | ||
| Sale of common stock |
| 24,300 |
| 10,000 |
| 34,300 | ||
| Net cash provided by financing activities |
| 24,300 |
| 10,170 |
| 34,470 | ||
Net increase (decrease) in cash and equivalents |
| 9,317 |
| 10,000 |
| 683 | |||
Cash and equivalents at beginning of the period |
| 10,000 |
| 0 |
| 0 | |||
Cash and equivalents at end of the period | $ | 683 | $ | 10,000 | $ | 683 | |||
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
| Supplemental cash flow information: |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
| Cash paid for: |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
| Interest | $ | - | $ | - | $ | - | ||
| Taxes | $ | - | $ | - | $ | - | ||
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
Non-Cash Activities | $ |
| $ |
| $ |
| |||
The accompanying notes are an integral part of these financial statements.
14
SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
December 31, 2010
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Selga Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 9, 2009. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 918 “Development Stage Entities” and intends to commence operations in the business of exporting new and used cars from United States to South America, Europe and Africa. The Company has generated $26,185 revenue to date. For the period from inception, November 9, 2009 through December 31, 2010 the Company has accumulated losses of $27,867. The company’s operations are subject to all risks inherent in the establishment of a new business enterprise.
NOTE 2 - GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $27,867 as of December 31, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from director and/or private placement of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents..
Inventory
The Company uses Specific Identification Inventory method. This method requires a business to identify each unit of merchandise with the unit's cost and retain that identification until the inventory is sold. Once a specific inventory item is sold, the cost of the unit is assigned to cost of goods sold.
Use of Estimates and Assumptions
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
15
SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
December 31, 2010
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
Financial Instruments
The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with FASB ASC 718 “Compensation-Stock compensation”. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Basic and Diluted Net Loss per Share
The Company computes net 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 loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
Fiscal Periods
The Company's fiscal year end is December 31.
Recent Accounting Pronouncements
The Company management has reviewed recent accounting pronouncements issued through the date of the issuance of financial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or will have a material effect on the Company’s financial statements.
In May 2009, the FASB issued ASC 855 Subsequent Events, which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements issued.
16
SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
December 31, 2010
NOTE 4 - COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On December 24, 2009, the Company issued 10,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $10,000. In May and June 2010, the Company issued 1,690,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $16,900. In July and August 2010, the Company issues 740,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $7,400.
During the period November 9, 2009 (inception) to December 31, 2010, the Company sold a total of 12,430,000 shares of common stock for total cash proceeds of $34,300.
As of December 31, 2010 the Company had 12,430,000 shares of common stock issued and outstanding.
NOTE 5 - INCOME TAXES
As of December 31, 2010, the Company had net operating loss carry forwards of $27,867 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows:
Loss before income tax | $ 27,697 |
|
Statutory tax rate | 34% |
|
Expected recovery of income taxes at standard rates | 9,417 |
|
Change in valuation allowance | (9,417) |
|
|
|
|
Income tax provision | $ - |
|
Components of deferred tax asset: |
|
|
Non-capital tax loss carry forwards | $ 9,475 |
|
Less: valuation allowance | (9,475) |
|
|
|
|
Net deferred tax asset | $ - |
|
17
SELGA INC.
(A Development Stage Company)
Notes To The Financial Statements
December 31, 2010
NOTE 6 - RELATED PARTY TRANSACTONS
On November 9, 2009, related party had loaned the Company $170. On January 27, 2010 related party had loaned the Company $5,800. On July 20, 2010 the Company made $5,800 loan repayment to related party. As of December 31, 2010, loan from director is $170. This loan is non-interest bearing, due upon demand and unsecured.
The Company entered into an agreement dated January 9, 2010, with Selga Auto LLC. Under the terms of the agreement, Selga Auto LLC, has agreed to act as our buying agent at two car auctions for a fee of $300 per each automobile purchased with Selga Auto LLC’s assistance. Additionally, on April 27, 2010, Selga Inc.’s agreement with Selga Auto LLC was amended to provide that, in the event that Selga Auto LLC and Selga Inc. bid for the purchase of the same automobile or otherwise compete, then Selga Auto LLC must immediately withdraw its bid and not compete with Selga Inc. for the purchase of such automobile and not otherwise compete with Selga Inc.During the fiscal year ended December 31, 2010, the Company had purchased six cars from Selga Auto LLC for total of $31,345.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from December 31, 2010 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.
18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Company management, including our chief executive officer and chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-K. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including cost limitations, the possibility of human error, judgments and assumptions regarding the likelihood of future events, and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 promulgated under the Exchange Act that occurred during the last fiscal quarter of the fiscal year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management is aware that there is a lack of segregation of duties at our company due to the limited number of employees dealing with general administrative and financial matters. At this time management believes that, given the individuals involved and the control procedures in place, the risks associated with such lack of segregation are insignificant, and that the potential benefits of adding additional employees to segregate duties more clearly do not justify the associated added expense. Management will continue to evaluate this segregation of duties. In addition, management is aware that many of our currently existing internal controls are undocumented. Our management will be working to document such internal controls over the coming year.
ITEM 9B. OTHER INFORMATION
None.
19
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
Name and Address of Executive Officer and/or Director |
| Age |
| Position |
|
|
|
|
|
Olegs Petusko 3201 Henderson Mill Rd., #27D Atlanta, Georgia 30341 |
| 40 |
| President, Secretary, Treasurer and Director |
Biographical Information and Background of officer and director
Olegs Petusko has acted as our President, Secretary, Treasurer and sole Director since our incorporation on November 9, 2009. Since November 2004, Mr. Petusko has been in the business of purchasing and reselling automobiles through Selga Auto LLC, a registered car dealer located in the State of Georgia whom he controls with one other partner. Mr. Petusko attended Riga Technical College in 1987 and 1988.
AUDIT COMMITTEE
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.
SIGNIFICANT EMPLOYEES
Other than our director, we do not expect any other individuals to make a significant contribution to our business.
FAMILY RELATIONSHIPS
None.
20
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last two fiscal years ending December 31, 2010 for our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officer.
EXECUTIVE OFFICER COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
Olegs Petusko | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have no employment agreements with our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.
There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director.
Director Compensation
None.
Employment Agreements
None.
Report on Repricing of Options
None.
CHANGE OF CONTROL
As of December 31, 2010, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 31, 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
| |
|
|
|
|
|
|
|
| |
Common Stock |
| Olegs Petusko 3201 Henderson Mill Rd., #27D Atlanta, Georgia 30341 |
| 10,000,000 shares of common stock (direct) |
|
| 80.45 | % |
The percent of class is based on 12,430,000 shares of common stock issued and outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Selga Inc. uses Selga Auto LLC as its buying agent to purchase automobiles. Selga Auto LLC was founded by and controlled by Olegs Petusko, our sole officer and director, and a business partner of Mr. Petusko’s. On April 27, 2010, Mr. Petusko resigned as the Chief Executive Officer and a manager of Selga Auto LLC, and no longer manages any activities of Selga Auto LLC and no longer owes any fiduciary duties to Selga Auto LLC or Selga Auto LLC’s security holders. Selga Auto LLC has two membership/security holders, one of whom is Mr. Petusko. Though not an officer or manager of Selga Auto LLC, Mr. Petusko hold a 50% membership interest in Selga Auto LLC and is therefore, entitled to receive 50% of the net profits of Selga Auto LLC distributed to Selga Auto LLC’s membership/security holders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended December 31, 2010, we incurred approximately $8,950 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for the fiscal year ended December 31, 2009 and for the reviews of our financial statements for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010.
22
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
Exhibits:
23.1 Consent of Chang Park, CPA
31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SELGA INC. |
Dated: March 15, 2011 | By: /s/ Olegs Petusko |
| Olegs Petusko, President and Chief Executive Officer and Chief Financial Officer |
23