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 ended August 31, 2011
[ ] 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. 333-170091
ANTAGA INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation or Organization) | 5000 (Primary Standard Industrial Classification Number) | EIN 68-0678499 (IRS Employer Identification Number) |
4405 Powell Ave,
Montreal, QC, H4P 1E5
(514) 967-4372
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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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 December 23, 2011, the registrant had 4,885,000 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 December 23, 2011.
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TABLE OF CONTENTS
| PART 1 |
|
ITEM 1 | Description of Business | 4 |
ITEM 1A | Risk Factors | 5 |
ITEM 2 | Description of Property | 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 | 6 |
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 | 17 |
ITEM 9A (T) | Controls and Procedures | 17 |
| PART III |
|
ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 18 |
ITEM 11 | Executive Compensation | 19 |
ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
ITEM 13 | Certain Relationships and Related Transactions | 20 |
ITEM 14 | Principal Accountant Fees and Services | 20 |
| PART IV |
|
ITEM 15 | Exhibits | 21 |
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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.
GENERAL
We are in the business of distribution of nutritional supplements which are designed to have a positive effects on health, well being and improve physical and mental performance. We plan to work with a Canadian manufacturer, MVP Biotech, and distribute their sport supplement products. Our plan is to distribute the product in Canada and in Scandinavian Europe, such as Sweden, Finland, Denmark, and Norway.
We are planning to sell a range of products: from whey protein, creatine, glutamine, BCAA, to weight loss pills and multi vitamins being produced from the Canadian company MVP Biotech.
Types of our nutritional supplements
The products that we plan to distribute in the next 12 months are:
- WHEY PROTEIN POWDER 2, 5 & 10 LBS (VANLLA ICE CREAM, COOKIE DOUGH, CHOCALATE BROWNIE, MOCHACHINO, STRAWBERRY SHORTCAKE, BANANA RUSH, ORANGE MANGO)
- CREATINE 1000G
- GLUTAMINE 1000G
- L-LYSINE 500MG/100CAPS
- L-ARGININE 500MG/100CAPS
-L-TYROSINE 500MG/100CAPS
- METHYLSULFONYLMETHANE (MSM) 1000MG/250CAPS
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The products being sold are food supplements. It cannot be taken instead of regular healthy food; therefore cannot be a meal replacement.
Raw Materials for Nutritional Supplements
Raw materials used in making the company’s anticipated nutritional supplement products are purchased worldwide with the assurance that they meet all required specifications. MVP does not depend upon any one major manufacturer in particular. All of the major suppliers are located in particular regions, such as Canada, India and China. Prior to be released for production, the raw materials are tested to insure that they meet applicable specifications by approved external analysis lab All raw materials have a certificate of compliance, a document certifying that the manufacturing site complies with Good Manufacturing Practices (GMP) standards. promulgated by the US Food and Drug Administration. All the raw materials are of high availability
The whey protein powder is a collection of globular proteins and it contains five main protein fractions and six minor ones. The four main are: beta - lactobulin (approx 55%), alpha lactalbumin(approx 20%), glycomacropeptide (GMP) ( approx 10%), serum albumin (approx. 8%) and immunoglobulins
Creatine contains: creatine monohydrate, creatine ethyl ester, creatine alpha ketoglutarate, tricreatine malate, creatine orotate and creatine pyruvate.
Glutamine is composed mainly from L-Glutamine HCL and glutamine ethyl ester.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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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 “ANTR”. 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 August 31, 2011, no shares of our common stock have traded.
Number of Holders
As of August 31, 2011, the 4,885,000 issued and outstanding shares of common stock were held by a total of 29 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended August 31, 2010 and 2011. 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.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results 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.
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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.
FISCAL YEAR ENDED AUGUST 31, 2011 COMPARED TO FISCAL YEAR ENDED AUGUST 31, 2010.
Our net loss for the fiscal year ended August 31 2011 was $8,105 compared to a net loss of $1,897 during the fiscal year ended August 31, 2010. During fiscal year ended August 31, 2011, the Company did not generate any revenue.
During the fiscal year ended August 31, 2011, we incurred general and administrative expenses of $8,105 compared to $1,867 incurred during fiscal year ended August 31, 2010. These expenses incurred during the fiscal year ended August 31, 2011 consisted of: bank charges of $30 (2010: $0); professional fees of $7,400 (2010: $-0-); and miscellaneous charges of $675 (2010: $1,897).
Expenses incurred during fiscal year ended August 31, 2011 compared to fiscal year ended August 31, 2010 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 4,885,000 for the fiscal year ended August 31, 2011 compared to 4,470,110 for the fiscal year ended July 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED AUGUST 31, 2011
As of August 31, 2011, our current assets were $14,230 and our total liabilities were $0. As of August 31, 2011, current assets were comprised of $14,230 in cash.
As of August 31, 2011, our total assets were $14,230 comprised entirely of current assets. Stockholders’ equity decreased from $22,335 as of August 31, 2010 to $14,230 as of August 31, 2011.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended August 31, 2011, net cash flows used in operating activities was a net loss of ($8,105). For the fiscal year ended August 31, 2010, net cash flows used in operating activities was a net loss of ($1,897). Net cash flows used in operating activities was ($10,770) for the period from inception (June 10, 2010) to August 31, 2011.
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 August 31, 2011, net cash from financing activities was $0. For the fiscal year ended August 31, 2010, net cash from financing activities was $12,600 consisting of proceeds received from issuances of common stock. For the period from inception (June 10, 2010) to August 31, 2011, net cash provided by financing activities was $25,000 received from issuances of common stock.
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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 six 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 August 31, 2011 and August 31, 2010 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
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INDEX TO FINANCIAL STATEMENTS
ANTAGA INTERNATIONAL CORP..
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm |
Balance Sheets (Audited) as of August 31, 2011 and August 31, 2010 |
Statements of Operations (Audited) for the years endedAugust 31, 2011 and 2010; and the period from inception (June 10, 2009) toAugust 31, 2011 |
Statement of Stockholders’ Equity (Audited) from inception (June 10, 2009) to August 31, 2011 |
Statements of Cash Flows (Audited) for the years ended August 31, 2011 and 2010; and the period from inception (June 10, 2009) toAugust 31, 2011 |
Notes to the Audited Financial Statements |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Antaga International Corp
Montreal, Canada
I have audited the accompanying balance sheets of Antaga International Corp (a development stage company) as of August 31, 2011 and 2010 and the related statements of operations, stockholders' equity and cash flows for the years then, and for the period from June 10, 2009 (inception) through August 31, 2011. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Antaga International Corp as of August 31, 2011 and 2010 and the related statements of operations, stockholders' equity and cash flows for the years then ended, and for the period from June 10, 2009 (inception) through August 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Aurora, Colorado
RONALD R. CHADWICK, P.C.
Ronald R. Chadwick, P.C.
December 1, 2011
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ANTAGA INTERNATIONAL CORP (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS | ||||||||
Assets | ||||||||
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| August 31, |
| August 31, | |
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| 2011 |
| 2010 | |
Current Assets |
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| |
| Cash |
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| $ | 14,230 | $ | 22,335 | |
| Total Current Assets |
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| 14,230 |
| 22,335 | |
Total Assets |
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| $ | 14,230 | $ | 22,335 | ||
Liabilities and Stockholders’ Equity | ||||||||
Total Liabilities |
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| $ | - | $ | - | ||
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Stockholders’ Equity |
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| Common stock, $0.001par value, 75,000,000 shares authorized; |
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| |||
| 4,885,000 shares issued and outstanding |
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| 4,885 |
| 4,885 | |
| Additional paid-in-capital |
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| 20,115 |
| 20,115 | |
| Deficit accumulated during the development stage |
|
|
| (10,770) |
| (2,665) | |
Total stockholders’ equity |
|
|
| 14,230 |
| 22,335 | ||
Total liabilities and stockholders’ equity |
|
| $ | 14,230 | $ | 22,335 | ||
The accompanying notes are an integral part of these financial statements. | ||||||||
10
ANTAGA INTERNATIONAL CORP (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2011 AND 2010, AND FOR THE PERIOD FROM JUNE 10, 2009 (INCEPTION) TO AUGUST 31, 2011 | ||||
| Year Ended August 31, 2011 | Year Ended August 31, 2010 | Period From June 10, 2009 (Inception), to August 31, 2011 | |
Expenses | ||||
| General and Administrative Expenses | $ 8,105 | $ 1,897 | $ 10,770 |
Net (loss) from Operation before Taxes | (8,105) | (1,897) | (10,770) | |
Provision for Income Taxes | 0 | 0 | 0 | |
Net (loss) | $ (8,105) | $ (1,897) | $ (10,770) | |
(Loss) per common share – Basic and diluted | $ (0.00) | $ (0.00) |
| |
Weighted Average Number of Common Shares Outstanding | 4,885,000 | 4,470,110 |
| |
The accompanying notes are an integral part of these financial statements. | ||||
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ANTAGA INTERNATIONAL CORP (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JUNE 10, 2009 (INCEPTION) TO AUGUST 31, 2011 | |||||||
| Number of Common Shares | Amount | Additional Paid-in Capital |
| Deficit accumulated During Development stage | Total | |
Balance at inception on June 10, 2009 |
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July 21, 2009 |
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Common shares issued for cash at $0.001 |
| 2,500,000 | $ 2,500 | $ - |
| $ - | $ 2,500 |
August 14, 2009 |
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Common shares issued for cash at $0.008 |
| 675,000 | 675 | 4,725 |
| - | 5,400 |
August 27, 2009 |
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Common shares issued for cash at $0.01 |
| 450,000 | 450 | 4,050 |
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| 4,500 |
Net (loss) for the period from June 10, 2009 (Inception) to August 31, 2009 |
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| (768) | (768) |
Balance as of August 31, 2009 | 3,625,000 | 3,625 | 8,775 |
| (786) | 11,632 | |
October 2, 2009 |
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Common shares issued for cash at $0.01 | 1,260,000 | 1,260 | 11,340 |
| - | 12,600 | |
Net (loss) for the fiscal year ended August 31, 2010 |
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| (1,897) | (1,897) | |
Balance as of August 31,2010 | 4,885,000 | 4,885 | 20,115 |
| (2,665) | 22,335 | |
Net (loss) for the fiscal year ended August 31, 2011 |
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| (8,105) | (8,105) | |
Balance as of August 31, 2011 | 4,885,000 | $ 4,885 | $ 20,115 |
| $ (10,770) | $ (14,230) | |
The accompanying notes are an integral part of these financial statements.
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ANTAGA INTERNATIONAL CORP (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2011 AND 2010, AND FOR THE PERIOD FROM JUNE 10, 2009 (INCEPTION) TO AUGUST 31, 2011 | |||||||||
| Year Ended August 31, 2011 |
| Year Ended August 31, 2010 |
| Period From June 10, 2009 (Inception), to August 31, 2011 | ||||
Operating Activities |
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| Net (loss) | $ | (8,105) | $ | (1,897) | $ | (10,770) | ||
| Net cash (used) for operating activities |
| (8,105) |
| (1,897) |
| (10,770) | ||
Financing Activities Loans from Director |
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| (861) |
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| Sale of common stock |
| - |
| 17,100 |
| 25,000 | ||
| Net cash provided by financing activities |
| - |
| 16,239 |
| 25,000 | ||
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Net increase (decrease) in cash and equivalents |
| (8,105) |
| 14,342 |
| 14,230 | |||
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Cash and equivalents at beginning of the period |
| 22,335 |
| 7,993 |
| - | |||
Cash and equivalents at end of the period | $ | 14,230 | $ | 22,335 | $ | 14,230 | |||
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ | - | $ | - | $ | - | ||
| Taxes | $ | - | $ | - | $ | - | ||
Non-Cash Activities | $ | - | $ | - | $ | - | |||
The accompanying notes are an integral part of these financial statements. | |||||||||
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ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2011 and 2010
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Antaga International Corp (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 10, 2009. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” Since inception (June 10, 2009) to August 31, 2011, the Company has not generated any revenue and has accumulated losses of $10,770. The Company intends to commence business operations in nutritional supplements distribution.
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 $10,770 as of August 31, 2011 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 directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At August 31, 2011 the Company's bank deposits did not exceed the insured amounts.
Basic Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
14
ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2011 and 2010
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 as of August 31, 2011.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an August 31 fiscal year end.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Recent accounting pronouncements
We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
As of August 31, 2011 the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123(R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
15
ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2011 and 2010
NOTE 2 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share.
On July 21, 2009, the Company issued 2,500,000 shares of its common stock at $0.001 per share for total proceeds of $2,500. On August 14, 2009, the Company issued 675,000 shares of its common stock at $0.008 per share for total proceeds of $5,400. On October 2, 2009, the Company issued 1,710,000 shares of its common stock at $0.01 per share for total proceeds of $17,100.
Total shares outstanding as of August 31, 2011 were 4,885,000.
NOTE 3 – INCOME TAXES
As of August 31, 2011, the Company had net operating loss carry forwards of $10,770 that may be available to reduce future years’ taxable income through 2031. 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.
NOTE 4 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Companyhas evaluated subsequent events from August 31, 2011 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.
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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T). Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2011 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2011, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2. We did not maintain appropriate cash controls – As of August 31, 2011, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3. We did not implement appropriate information technology controls – As at August 31, 2011, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO.
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Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of August 31, 2011, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
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 |
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Georgi Parrik 4405 Powell Ave, Montreal, QC, H4P 1E5 |
| 31 |
| President, Secretary, Treasurer and Director |
Biographical Information and Background of officer and director
Mr. Georgi Parrik has studied in general science and human kinesiology at Langara College from 1999 to 2002. He later studied in Genetics and cell biology at UBC (University of British Colombia) from 2002 to 2005. In 2005, he has co-founded Punchline Quebec Inc., an operator of coin operated amusement machines in Quebec, Canada. Punchline Quebec is a private company consisting of two owners/founders (one of whom is Georgi Parrik) and has 20 amusement machines in operation. The company was dissolved on April 15, 2011. From its inception and until it was disolved, the company has had revenue which provided living income for its owners.. Mr. Parrik was in charge of finding new locations, dealing and signing contracts with the locations, maintaining and operating different entertainment machines, as well as organizing special events at those locations. Punchline Quebec was a mid-sizeamusement machine company operating from 20 to 40 amusement machines over the period of roughly 6 years. Mr. Parrik is currently self-employed. He still owns and operates entertainment machines privately. He also focuses on Antaga International Corp.
AUDIT COMMITTEE
We do not have an audit committee financial expert. 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. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
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SIGNIFICANT EMPLOYEES
Mr. Parrik currently devotes approximately sixteen hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
Item 11. Executive Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on June 10, 2009 to August 31, 2011 (our fiscal year end) and subsequent thereto to the date of this prospectus.
SUMMARY 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$) |
Georgi Parrik,President, Treasurer and Secretary | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
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There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
CHANGE OF CONTROL
As of August 31, 2011, 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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides certain information regarding the ownership of our common stock, as of August 31, 2011 and as of the date of the filing of this annual report by:
| • |
| each of our executive officers; |
| • |
| each director; |
| • |
| each person known to us to own more than 5% of our outstanding common stock; and |
| • |
| all of our executive officers and directors and as a group. |
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
| |
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| |
Common Stock |
| Georgi Parrik 4405 Powell Ave, Montreal, QC, H4P 1E5 |
| 2,500,000 shares of common stock (direct) |
|
| 51.2% | |
The percent of class is based on 4,885,000 shares of common stock issued and outstanding as of the date of this annual report.
Item 13. Certain Relationships and Related Transactions
During the year ended August 31 2011, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 14. Principal Accountant Fees and Services
During fiscal year ended August 31, 2011, we incurred approximately $4,800 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the quarter ended May 31, 2011, and year ended August 31, 2009 and 2010.
Item 15. Exhibits
The following exhibits are filed as part of this Annual Report.
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Exhibits:
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.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
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.
| ANTAGA INTERNATIONAL CORP. |
Dated: December 23, 2011 | By: /s/ Georgi Parrik |
| Georgi Parrik, President and Chief Executive Officer and Chief Financial Officer |
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