U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of 1934.
VENTURA ASSETS LIMITED
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(Name of Small Business Issuer in its charter)
Colorado 37-1441050
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12241 Flintridge Drive, Glendale, CA 91206
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 818.790.2147
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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Securities to be registered pursuant to
Section 12(g) of the Act:
Common Stock
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(Title of Class)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definitions of "large accelerated filer," "accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Item 1. Business.
General Information
Except for statements of historical fact, certain information in this
document contains "forward-looking statements" that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"should," "will," `would," or similar words. The statements that contain these
or similar words should be read carefully because these statements discuss our
future expectations, contain projections of our future results of operations, or
of our financial position, or state other "forward-looking" information. Ventura
Assets Limited believes that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. Further, we urge you to be
cautious of the forward-looking statements that are contained in this Form 10
because they involve risks, uncertainties and other factors affecting our
operations, market growth, service, products and licenses. These factors may
cause our actual results and achievements, whether expressed or implied, to
differ materially from the expectations we describe in our forward-looking
statements. The occurrence of any of these events could have a material adverse
effect on our business, results of operations and financial position.
Corporate History
Ventura Assets Limited is a Colorado corporation organized on August 21,
2002. The Company was formed to develop a software program to centralize the
booking of recreational and vacation activities. The Company's initial capital
proven insufficient to complete its planned activity and the project was
abandoned in 2003 when the Company ceased business operations.
In the expectation of bringing some value to the Company and a return to
shareholders, the Company is embarking on a new business plan and is in the
process of raising $75,000 of new capital through a private placement. In said
private placement, the Company will offer 1,500,000 shares at $.05 per share.
Business of Issuer
The Company has a new business objective: it intends to provide unclaimed
property location services to the public and businesses. We will assist clients
in obtaining information regarding lost or forgotten estates, unclaimed assets
and/or financial belongings in any or all of the United States. The Company
would seek to locate assets that have, for example, escheated to the state,
federal government and/or governmental agencies, which are holding monies and
assets and assist in the return of such monies and assets to their legal owners.
The success of our business will be dependent on our ability to file and realize
claims, of which there can be no assurance. Furthermore, our ability to start
operations is dependent on the successful completion of Private Placement
Offering seeking to raise capital of $75,000 by selling 1,500,000 shares at $.05
per share. (See "BUSINESS.")
The Company maintains offices at 12241 Flintridge Drive, Glendale,
California 91206. Its telephone number is (818) 790 2147.
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We intend to provide unclaimed property location services to the public and
businesses. We will assist clients in obtaining information regarding lost or
forgotten estates, unclaimed assets and/or financial belongings in any or all of
the United States. We would seek to locate assets that have escheated to the
state, federal government and/or governmental agencies that are holding monies
and assets and assist in the return of such monies and assets to their legal
owners.
Industry Background
The origin of unclaimed property law dates back to English common law.
Abandoned land was returned to the King along with the transfer of those
property rights. Today, this concept has been adopted by the states and applied
to intangible property as well as tangible property, excluding real estate. The
states do not take permanent title to the property but act as custodians to
safeguard such properties for the rightful owner or until claimed by heirs.
Unclaimed property consists primarily of various types of intangible
personal property. Examples of these include: savings and checking accounts,
uncashed checks, securities (i.e. stocks and bonds), dividends, insurance
refunds or claims, oil royalties, wages, utility refunds/deposits, bail bonds,
and child support payments. There are many ways owners (and heirs) lose track of
assets. These reasons include: records being lost, destroyed or incomplete;
ignorance; and forgetfulness.
Plan of Operations
We will obtain lists from the Comptrollers Offices in the states in which
we intend to search for missing property. These lists typically contain the
names of individuals or businesses, whose assets have escheated to state or
local governments, the last known address where correspondence was sent and the
year in which it was turned over to the state. We would then conduct a search
utilizing telephone and professional directories, as well as on-line search
engines, to locate asset owners. If we are able to verify rightful ownership and
documentation, we will then contact these persons or businesses, and inform them
of the claim. If it is deduced that a subject individual is deceased, we will
obtain court records of the executor of the estate and inform the estate of the
claim. In the case of businesses, we will contact the Comptroller or Treasurer
of the business, as the individual with authority to lay claim to the found
asset. We will then file claims on behalf of persons and businesses, when
authorized to do so an Agent.
We will invest in technology and the purchase of property/asset lists and
directories from respective state(s) and governmental agencies. We anticipate
that disbursements from the state(s) and/or governmental agencies will take a
significant period of time. Accordingly, operating losses are anticipated for at
least one year after commencing business.
We will charge a fee for each realized claim. Such fees are generally
regulated by the state and the fee scale varies from five to fifteen percent of
the amount of the claim. Depending on the state in which the assets are located,
reclaimed assets are either sent directly to the individual or business or to
the Agent filing the claim. Depending on the nature of the transaction, we will
be compensated from the funds received by us as Agent for the client or, we may
be compensated directly from the client after they receive the assets.
Compensation to the Company will be subject to pre-arranged, contractual
agreements. While we anticipate amicable relations with the beneficiaries of our
services, it should be understood that the potential exists that such
beneficiaries may refuse to pay as agreed, or refuse to enter into arrangements
with us, in which case the Company may lose revenue for work performed or in
fact find itself in litigation with clients.
We believe that the primary competitive factors which will affect our
business are reputation, speed, efficiency of claim reclamation, quality of
personalized service, marketing, convenience, reliability and the ability to
purchase sufficient lists and directories of unclaimed or undistributed
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property/assets. There can be no assurance that we will be able to compete
successfully against current and future competitors and, competitive pressures
faced by us may have a material and adverse effect on our business, prospects,
financial condition and results of operations.
The market for asset reclamation services is fragmented, rapidly evolving
and highly competitive. Barriers to entry are minimal, and current and new
competitors can conduct operations relatively inexpensively. We will compete
with (i) various on-line businesses which provide similar services, (ii)
individuals who are knowledgeable of the procedures and processes of reclaiming
assets, and (iii) a large number of small entities with localized operations
around the country.
We have not as yet commenced operations. Future revenues and profitability
will depend upon various factors including competition, market acceptance of our
services and general economic conditions. We anticipate that our business will
generate revenues from a wide cross section of the general public, persons and
businesses, rather than from a few major customers.
Regulation
We will be subject to regulation from various state and federal
governmental agencies. Laws governing issues such as maximum finders' fees and
required licenses to conduct business are regulated by local, state, and federal
law. Existing laws and regulations as well as amendments to such laws and
regulations (or the adoption of new laws and regulations) could have a material
adverse effect on our business, prospects, financial condition and results of
operations. Because of the number of jurisdictions potentially involved, it is
likely that certain laws or regulations could be amended in ways unfavorable to
Company operations.
Item 1A. Risk Factors.
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE THOSE WE BELIEVE TO BE MATERIAL
TO OUR BUSINESS AND SHOULD THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS
COULD BE SERIOUSLY HARMED. ADDITIONAL UNKNOWN OR UNANTICIPATED RISKS AND
UNCERTAINTIES COULD ALSO HARM OUR BUSINESS.
Development Stage Enterprise. We were organized on August 21, 2002. To
date, our efforts have been limited to organizational activities, an initial
sale of stock, and the start of a business to develop a software program to
centralize the booking of recreational and vacation activities. The Company's
initial capital proven insufficient to complete its planned activity and the
project was abandoned in 2003 when the Company ceased business operations. We
now intend to enter into the business of providing unclaimed property location
services to the public and businesses. Our ability to start operations is
dependent on the successful completion of Private Placement Offering seeking to
raise $75,000.
We are a development stage enterprise and we anticipate losses. When
operational, we anticipate that our business will be subject to numerous
problems, delays, expenses and difficulties typically associated with a new line
of business, many of which may be beyond our control. We will incur operating
losses until such time, if ever, as we derive meaningful and ongoing revenues
from our operations. We may be unable to complete the transition from a
development stage company to profitability, or, if such transition is
successful, that we may be able to maintain profitability. Thus, any investment
in our Company should be considered to be an extremely high risk investment.
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Additional Financing Required. The Company has no meaningful funds and is
currently undertaking a private placement to raise $75,000 of working capital by
selling 1,500,000 shares at $.05 per share. We cannot assure you that we will be
successful in raising such sums or, we may have miscalculated or underestimated
the funds necessary for success in the proposed venture. If we cannot obtain
additional financing, our business operations may not commence. If we are forced
to raise additional funds on unfavorable terms, the value of our securities may
decrease or suffer further dilution. Alternatively, unforeseen difficulties may
result in an increase in our operating expenses. We may also have miscalculated
or underestimated funds necessary for success in the proposed venture.
We have not conducted any Formal Market Studies. We intend to conduct
business as a provider of unclaimed property services to the public and
businesses. We have not conducted and will not conduct any formal marketing
studies regarding the effectiveness of our proposed operations. If our business
fails to attract a sufficient number of clients, then investors will lose their
entire investment.
Competition. We are new and unseasoned in the business in which we will
engage. There are numerous individuals and businesses engaged in the business of
asset reclamation. Many of them are established, have greater financial
resources and experienced management. Our management, by contrast, has
relatively little experience in this field. Accordingly, we will be at a
competitive disadvantage in the marketplace. Further, because of the ease of
entry to the business marketplace, it is probable that additional, better
financed, and more experienced individual and companies will enter the
marketplace and compete with us. (See "BUSINESS.")
Management will have the Ability to Exercise Significant Influence Over Us.
Ms. Hasmik Yaghobyan, a director and officer of Company, owns approximately
58.3% of our outstanding stock. Her son, Mr. Osheen Haghnazarian, owns
approximately 25.3% of our outstanding stock. Together, they control
approximately 83.6% of our outstanding stock. As a result of the concentration
of ownership and, serving in multiple capacities, Ms. Yaghobyan alone or, in
concert with Mr. Haghnazarian, will be in a position to exercise an unusually
large amount of control and discretion over matters requiring approval of our
stockholders, including the election of directors and approval of significant
corporate transactions. Our Articles of Incorporation do not provide for
cumulative voting. (See "PRINCIPAL STOCKHOLDERS" and "MANAGEMENT.")
Management Lacks Relevant Experience. The members of the Board of Directors
and management have very limited experience in the business activities in which
we will engage. Accordingly, potential purchasers of the Company's securities
should critically evaluate the information concerning our management.
Additionally, the management of the Company will be largely dependent on the
active participation of Mr. Haghnazarian. In the event that his services became
unavailable to us, our business is very likely to be severely and adversely
affected and investors may lose their entire investment. We do not maintain
key-man insurance nor is there any plan to purchase any such insurance in the
foreseeable future. (See "MANAGEMENT.")
Indemnification of Officers and Directors. Our Articles of Incorporation
provide for the indemnification of its 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 promise to repay us even 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 may be unable to recoup.
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Director's Liability Limited. Our Articles of Incorporation exclude
personal liability of our directors to the Company and its stockholders for
monetary damages for breach of fiduciary duty except in certain specified
circumstances. Accordingly, we will have a much more limited right of action
against our directors than would otherwise be the case. This provision does not
affect the liability of any director under federal or applicable state
securities laws.
No Public Market for the Company's Securities. Currently, there is no
trading market for our shares of Common Stock, and although we plan to take
affirmative steps to facilitate a market for our securities, there can be no
assurance that we will be successful or, if successful, any such market can or
will be developed. Hence, stockholders may not be able to resell their holdings
should they wish to do so.
We are Authorized to Issue Preferred Stock Which, If Issued, May Adversely
Affect Your Voting Rights and Reduce the Value of Your Shares of Common Stock.
Our Board of Directors is authorized by our Articles of Incorporation to issue
shares of Preferred Stock without the consent of our stockholders. Any issuance
of Preferred Stock may be detrimental to the value of the Common Stock. Our
Preferred Stock when issued, may rank senior to the Common Stock with respect to
voting rights, payment of dividends and amounts received by stockholders upon
liquidation, dissolution or winding up. Such preferences will be set by our
Board of Directors. The issuance of such Preferred Stock and the preferences
given the Preferred Stock, do not need the approval of our stockholders. The
existence of rights which are senior to Common Stock may reduce the value of our
Common Stock - your investment. We do not currently have any plans to issue any
shares of Preferred Stock at this time, but this could change. (See "Description
of Securities.")
Dividends. Since organization, we have conducted very limited business. We
have had no earnings, and have paid no dividends to date. The payment of
dividends, if any, will be within the discretion of our Board of Directors. The
Company presently intends to retain all earnings, if any, for use in its
business operations and, accordingly, the Board of Directors does not anticipate
declaring any dividends in the foreseeable future. (See "DIVIDENDS.")
Item 2. Financial Information.
Management's Discussion and Analysis of Plan of Operation
Ventura Assets Limited is a Colorado corporation organized on August 21,
2002. The Company was formed to develop a software program to centralize the
booking of recreational and vacation activities. The Company's initial capital
proven insufficient to complete its planned activity and the project was
abandoned in 2003 when the Company ceased business operations.
In the expectation of bringing some value to the Company and a return to
shareholders, we are embarking on a new business plan. We intend to provide
unclaimed property location services to the public and businesses. We will
assist clients in obtaining information regarding lost or forgotten estates,
unclaimed assets and/or financial belongings in any or all of the United States.
We will seek to locate assets that have, for example, escheated to the state,
federal government and/or governmental agencies, which are holding monies and
assets and assist in the return of such monies and assets to their legal owners.
The success of our business will be dependent on our ability to file and realize
claims, of which there can be no assurance.
Currently, our Balance Sheet shows a Stockholders Deficit of $101. Our
assets consist of $101 in cash. Thus, our ability to start operations is
dependent on the successful completion of Private Placement Offering seeking to
raise capital of $75,000 of which there can be no assurance.
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Item 3. Properties.
Property
Our offices are presently located at the home of the directors and officers
of the Company. The address is: 12241 Flintridge Drive, Glendale, California
91206. We are provided with a single office on a rent-free basis. It is
contemplated that this arrangement will continue until our Private Placement is
completed and our Plan of Operation is implemented. The space made available is
sufficient for current needs. Since February, 2007, we have agreed to pay the
sum of $95.00 per month to defray the costs of office expenses, including
telephone.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
On August 28, 2002, Ms. Hasmik Yaghobyan, an officer and director of the
Company acquired 1, 250,000 shares of its Common Stock, without par value, in
consideration for satisfying the Company's organizational expenses of $2,550.
This transaction was not conducted at arm's length. Ms. Yaghobyan subsequently
transferred 375,000 of said shares of Common Stock to her son, Mr. Haghnazarian.
On September 27, 2002, Mr. Haghnazarian, an officer and director of the
Company acquired 5,000 shares of its Common Stock, without par value, in
consideration for $500. This transaction was not conducted at arm's length.
Item 5. Directors and Executive Officers.
The following sets forth information concerning the directors and officers of
the Company:
Name Age Positions
---- --- ---------
Osheen Haghnazarian 26 Director, President, and
Chief Executive Officer
Hasmik Yaghobyan 47 Director, Chief Financial
Officer and Secretary
Mr. Haghnazarian was elected in 2006 and, as provided in our By-laws, he
will serve until the annual meeting of 2009. Our By-laws provide for the
classification of directors into three classes, with approximately one-third of
the directors being elected annually for a term of three years. Officers hold
their positions at the pleasure of our Board of Directors in the absent of an
employment agreement.
Ms. Yaghobyan was elected in 2005 and, as provided in our By-laws, he will
serve until the annual meeting of 2008. Our By-laws provide for the
classification of directors into three classes, with approximately one-third of
the directors being elected annually for a term of three years. Officers hold
their positions at the pleasure of our Board of Directors in the absent of an
employment agreement.
Certain Provisions
Our By-laws provide that members of the Board of Directors be classified
into three classes, with approximately one-third of its directors elected
annually for a term of three years.
The following sets forth certain biographical information pertaining to the
directors and officers of the Company:
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Osheen Haghnazarian
Mr. Haghnazarian has served as the Chairman of the Board, and as the
Company's President, and Chief Executive Officer since 2003.
During the past five years he has served a teller in a major commercial
bank and as a Real estate broker licensed by the State of California. He also
conducts business as a mortgage broker.
Hasmik Yaghobyan
Ms. Yaghobyan has served as a member of the Board, and as the Company's
Chief Financial Officer and Secretary since 2002.
During the past five years, Ms. Yaghobyan has served as an accountant in
the Auditor Controller's office of the County of Los Angeles. She holds the BA
degree in Business Administration with a major in Accounting and the JD degree
from Glendale University College of Law.
Item 6. Executive Compensation.
Executive Compensation
No officer or director has accrued or received any remuneration for
services to date, and none is to receive or accrue any remuneration until the
business becomes operational. At such time, we will enter into a two-year
employment contract with Mr. Haghnazarian at a salary of $40,000 per year.
Additionally, the employment contract will provide for Mr. Haghnazarian to
receive an annual bonus equal to 4% of our pre-tax profits. This transaction was
not conducted at arm's length.
Employees
We do not have any employees at this time, however, we intend to enter into
a two-year employment agreement with Mr. Haghnazarian. We will employ additional
persons, at first perhaps on a part-time basis, as our Plan of Operation is
implemented. (See "RISK FACTORS - Dependence on Management.")
Item 7. Certain Relationships and Related Transactions, and
Director Independence.
Conflicts of Interests
Mr. Haghnazarian, will become a full-time employee of the Company and
devote 35 hours per week to our affairs. Mr. Haghnazarian pursues and is
expected to continue to pursue outside business and investment activities.
Therefore, there is the possibility of conflicts of interest with respect to the
demands upon Mr. Haghnazarian' time. Mr. Haghnazarian is fully aware of his
contractual obligations as an employee and his fiduciary duties as an officer
and director of the Company.
Ms. Hasmik Yaghobyan is the mother of Mr. Haghnazarian. She is employed
full-time in other professional pursuits. It is anticipated that Ms. Yaghobyan
will be able to devote a maximum of 10 hours per week to the affairs of the
Company. She is fully aware of her fiduciary duties as an officer and director
of the Company.
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Item 8. Legal Proceedings.
We are not a party to any legal proceedings.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
MARKET PRICE
This is our initial public offering, and no public market currently exists
for our shares. The offering price may not reflect the market price of our
shares after the offering. There is no minimum purchase requirement for
prospective stockholders and no arrangement to place funds in an escrow, trust,
or similar account. We do intend to place the funds into a segregated account.
The segregated account is not an escrow, trust or similar account, and is
subject to attachment by creditors.
DIVIDENDS
Dividends, if any, will be contingent upon our revenues and earnings, if
any, capital requirements and financial condition. The payment of dividends, if
any, will be within the discretion of our Board of Directors. We presently
intend to retain all earnings, if any, for use in our business operations and,
accordingly, the Board of Directors does not anticipate declaring any dividends
in the foreseeable future.
REPORT TO STOCKHOLDERS
We plan to furnish our stockholders with an annual report for each fiscal
year containing financial statements audited by independent certified public
accountants. Additionally, we may, in our sole discretion, issue unaudited
quarterly or other interim reports to our stockholders as management deems
appropriate.
MARKET FOR COMPANY'S COMMON STOCK
No public trading market exists for our securities of the Company at this
time. We intend to take affirmative steps to facilitate a trading market maker
for our securities. Item 10. Recent Sales of Unregistered Securities.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding ownership of our
shares of Common Stock by each person known by us to be the beneficial owner of
more than 10% of the outstanding Common Stock, by each director and by each
executive officer of the Company. All shares are held beneficially and of
record, and each recorded stockholder has sole voting, investment and
dispositive power.
Shares of Common Stock Percentage of
Name Beneficially Owned Stock Owned
- ---- ------------------ -----------
Osheen Haghnazarian(1) 380,000 25.3
Hasmik Yaghobyan(1) 875,000 58.3
(1) Director and/or Officer of the Company
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CAPITALIZATION
The following table presents our capitalization as of the date hereof.
December 31, 2006
-----------------
Stockholders' Equity
Preferred Stock - no par value;
authorized - 10,000,000 shares;
issued and outstanding - None -0-
Common Stock - no par value;
authorized - 100,000,000 shares;
issued and outstanding - 1,500,000 shares $15,000
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Total Stockholder's Equity $15,000
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Item 11. Description of Registrant's Securities to be Registered.
Common Stock
We are authorized to issue 100,000,000 shares of Common Stock, without par
value, each share of Common Stock having equal rights and preferences, including
voting privileges. Our shares of Common Stock constitute an equity interest in
our Company entitling each stockholder to a pro rata share of cash distributions
made to stockholders, including dividend payments. The holders of our Common
Stock are entitled to one vote for each share of record on all matters to be
voted on by stockholders. There is no cumulative voting with respect to the
election of directors of the Company or any other matter, with the result that
the holders of more than 50% of the shares voted for the election of directors
can elect all directors. The holders of our Common Stock are entitled to receive
dividends when, as and if declared by our Board of Directors from funds legally
available therefore; provided, however, that cash dividends are at the sole
discretion of our Board of Directors. In the event of liquidation, dissolution
or winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision for each class of stock, if any, having
precedence over the Company's Common Stock. Holders of the shares of our Common
Stock have no conversion, preemptive or other subscription rights, and there are
no redemption provisions applicable to our Common Stock. All of the outstanding
shares of our Common Stock are duly authorized, validly issued, fully paid and
non-assessable.
There are 1,500,000 shares of Common Stock outstanding owned by 26
stockholders of record.
Preferred Stock
We are authorized to issue 10,000,000 shares of Preferred Stock. The Board
of Directors has the authority, without further action by the stockholders, to
issue such shares in one or more series and to fix the designations, powers,
preferences, privileges, and relative participating, optional or specials rights
and the qualifications, limitations or restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the Common
Stock. The Board of Directors, without stockholder approval, can issue shares of
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Preferred Stock with voting, conversion, or other rights that could adversely
affect the voting power and other rights of the holders of Common Stock.
Preferred Stock could thus be issued quickly with terms calculated to delay or
prevent a change in control of the Company or make removal of management more
difficult. Additionally, the issuance of Preferred Stock may have the effect of
decreasing the market value, if any, of the shares of Common Stock, and may
adversely affect the voting power and other rights of holders of Common Stock.
There are no shares of Preferred Stock outstanding at the present time and there
are no current plans for the issuance of such shares, but this could change as
Company needs change.
There are no shares of Preferred stock outstanding nor is there in effect
any resolution of Board with respect to the issuance thereof.
Item 12. Indemnification of Directors and Officers.
INDEMNIFICATION
Articles 7-109-101 through 7-109-109 of the Colorado Business Corporation
Act provides that any director or officer of a Colorado corporation may be
indemnified against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him in connection with or in defending any action,
suit or proceeding in which he is a party by reason of his position, so long as
it shall be determined that he conducted himself in good faith and reasonably
believed that his conduct was in the corporation's best interest. If a director
or officer is wholly successful, on the merits or otherwise, in connection with
such proceeding, such indemnification is mandatory.
Our Articles of Incorporation and By-laws contain provisions which provide,
amongst other things, that we shall indemnify certain persons, including
officers and directors, against judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in our best interest, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. As to
any action brought by or in our right, such indemnification is limited to
expenses (including attorney's fees) actually and reasonably incurred in
connection with the defense or settlement of the case, and shall not be made,
absent court approval, if it was determined that such person was liable for
gross negligence or misconduct in the performance of his duty to us.
Item 13. Financial Statements and Supplementary Data.
The information regarding the Fund's Financial Statements and Supplementary Data
that is contained in Item 15. "Financial Statements and Exhibits" of this
Registration Statement on Form 10 is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There has been no change in auditors nor is Management of the Company in
disagreement with its independent auditors regarding any matter of accounting
principles or practices or financial statements disclosures.
Item 15. Financial Statements and Exhibits.
(a) Audited financial statements for the year ended December 31, 2007, December
31, 2006, and December 31, 2005.
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(b) Exhibits
Exhibit
Number Title of Document Location
- ------ ----------------- --------
3.1 Amended and Restated Articles of Incorporation Attached
3.2 Bylaws Attached
4.1 Specimen of Stock Certificate Attached
31.3 Certification of Certifying Officer Attached
14.2 Code of Ethics Attached
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Ventura Assets Limited
(Registrant)
Date: April 20, 2008 By: /s/ Hasmik Yaghobyan
---------------------------
(Signature)
Hasmik Yaghobyan
Director
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Financial Statements
TABLE OF CONTENTS
Description Page No.
- ----------- --------
Report of Independent Registered Public Accounting Firm F-3
Financial Statements:
Balance Sheets F-4
Statements of Operations F-5
Statement of Changes in Stockholders' Equity (Deficit) F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8 - F-14
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Ventura Assets LTD.
We have audited the accompanying balance sheet of Ventura Assets LTD(A
Development Stage Company) as of December 31, 2007, 2006 and 2005, and the
related statements of operations, stockholders equity and cash flows for the
years then ended and for the period from inception August 17, 2000 to December
31, 2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
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 our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our 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 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 the Company as at
December 31, 2007, 2006 and 2005 and the results of its' operations and its'
stockholders equity and cash flows for the years then ended and from the period
of inception August 17, 2000 to December 31, 2007 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in the notes to these financial
statements the Company has incurred losses. This raises substantial doubt about
its ability to continue as a going concern. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Gruber & Company, LLC
Saint Louis, Missouri
February 13, 2008
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Ventura Assets Limited
(A Development Stage Company)
Balance Sheet
12/31/2007 12/31/2006 12/31/2005
---------- ---------- ----------
Assets
Cash $ 103 $ 101 $ 96
-------- -------- --------
Total Assets $ 103 $ 101 $ 96
======== ======== ========
Liablities and Stockholders' Equity:
Current Liabilities
Stockholder Loan $ 200 $ 200 $ 150
Stockholders' Equity:
Common Stock, 50,000,000 shares authorized
1,500,000 shares issued and outstanding no par value $ 15,000 $ 15,000 $ 15,000
Preferred Stock, 10,000,000 shares authorized
none issued and outstanding no par value -- --
Deficit Accumulated During the Development Stage $(15,097) $(15,099) $(15,054)
-------- -------- --------
Stockholders' Deficit $ (97) $ (99) $ (54)
-------- -------- --------
Total Liabilities and Stockholders Deficit $ 103 $ 101 $ 96
======== ======== ========
15
Ventura Assets Limited
(A Development Stage Company)
Statement of Operations
Years Ended Dec 31 Inception to 12/31
------------------ ------------------
2007 2006 2005 2006
---- ---- ---- ----
Revenues -- -- -- --
Expenses $ (2) $ 45 $ 50 $ 15,097
Net Loss $ 2 $ (45) $ (50) $ (15,097)
Loss Per Share $ -- $ -- $ -- $ (0)
Weighted Average Shares Outstanding 1,500,000 1,500,000 1,500,000 1,500,000
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Ventura Assets Limited
(A Development Stage Company)
Statement of Stockholders' Equity
Shares Par Value Total Deficit Total
------ --------- ----- ------- -----
Inception 8/21/2002-Founder Shares Issued 1,500,000 -- $ 15,000 $ 15,000
Net loss -- -- -- $ (43) $ (43)
Balance December 31, 2002 -- -- $ 15,000 $ (43) $ 14,957
Net Loss -- -- -- $ (14,954) $ (14,954)
Balance December 31, 2003 -- -- $ 15,000 $ (14,997) $ 3
Net Loss -- -- -- -- --
Balance December 31, 2004 -- -- $ 15,000 $ (14,997) $ 3
Net Loss -- -- -- $ (57) $ (57)
Balance December 31, 2005 -- -- $ 15,000 $ (15,054) $ (54)
Net Loss -- -- -- $ (45) $ (45)
Balance December 31, 2006 1,500,000 -- $ 15,000 $ (15,099) $ (99)
Net Income -- -- -- $ 2 $ 2
Balance December 31, 2007 1,500,000 -- $ 15,000 $ (15,097) $ (97)
17
Ventura Assets Limited
(A Development Stage Company)
Statement of Cash Flows
Years Ended Dec 31 Inception to Dec 31
------------------ -------------------
2007 2006 2005 2006
---- ---- ---- ----
Cash flows from Operating Activities:
Net Loss $ 2 $ (45) $ (50) $(15,097)
Cash flows from Financing Activities
Increase in notes Payable -- $ 50 $ 50 $ 200
Common Stock issued for Cash -- -- -- $ 15,000
-------- -------- -------- --------
Net Cash flows provided by financing activities -- $ 50 $ 50 $ 15,200
Net Increase (Decrease) in Cash $ 2 $ 5 -- $ 103
Cash at the Beginning $ 101 $ 96 $ 96 --
Cash at the End $ 103 $ 101 $ 96 $ 103
Supplemental Dsiclsures:
Interest Paid -- -- -- --
Income Taxes Paid -- -- -- --
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Ventura Assets Limited
(a Development Stage Company)
Notes to Financial Statements
Note 1 - Organization and Principal Activities
Organization and Description of Business
Ventura Assets Limited (a development stage company) provides unclaimed property
location services to the public and businesses. The Company assists clients in
obtaining information regarding lost or forgotten estates, unclaimed assets
and/or financial belongings in any or all of the United States. The Company was
incorporated under the laws of the State of Colorado on August 21, 2002, and has
its principal office in Glendale California.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of the
financial statements requires management to make estimates and assumptions that
affect the reported amounts in the financial statements, including the estimated
useful lives of tangible and intangible assets. Management believes the
estimates used in preparing the financial statements are reasonable and prudent.
Actual results could differ from these estimates.
Financial Instruments
The Company's financial instruments include cash and cash equivalents and notes
payable. At the year ends the carrying cost of these instruments approximate
their fair value.
Cash Equivalents
Cash equivalents include highly liquid investments with maturities of three
months or less.
Intangible Assets
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," the
Company evaluates intangible assets and other long-lived assets for impairment,
at least on an annual basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable from its estimated
future cash flows. Recoverability of intangible assets and other long-lived
assets is measured by comparing their net book value to the related projected
undiscounted cash flows from these assets, considering a number of factors
including past operating results, budgets, economic projections, market trends
and product development cycles. If the net book value of the asset exceeds the
related undiscounted cash flows, the asset is considered impaired, and a second
test is performed to measure the amount of impairment loss.
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Revenue Recognition
Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements". The Company recognizes revenue
when the significant risks and rewards of ownership have been transferred to the
customer pursuant to applicable laws and regulations, including factors such as
when there has been evidence of a sales arrangement, delivery has occurred, or
service have been rendered, the price to the buyer is fixed or determinable, and
collectibility is reasonably assured.
Stock - Based Compensation
The Company may periodically issue shares of common stock for services rendered
or for other costs and expenses. Such shares will be valued based on the market
price of the shares on the transaction date.
The Company may periodically issue stock options to employees and stock options
or warrants to non-employees in non-capital raising transactions for services
and for financing costs.
The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which establishes a
fair value method of accounting for stock-based compensation plans.
The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options to
employees, or to continue to follow the intrinsic value method set forth in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", but to disclose on an annual basis the pro-forma effect on net
income (loss) and net income (loss) per share had the fair value of the stock
options been recorded in the financial statements. SFAS No. 123 was amended by
SFAS No., 148, which now requires companies to disclose in interim financial
statements the pro-forma effect on net income (loss) and net income (loss) per
common share of the estimated fair value of stock options issued to employees.
In accordance with SFAS No. 123, the cost of stock options and warrants issued
to non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option-pricing model. The resulting amount is charged to expenses
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.
Pro Forma Financial Disclosure - In accordance with SFAS No. 123, the Company
will provide footnote disclosure with respect to stock-based employee
compensation. The value of a stock-based award will be determined using the
Black-Scholes option-pricing model, whereby compensation cost is the fair value
of the award as determined by the pricing model at the grant date or other
measurement date. The resulting amount will be charged to expense on the
straight-line basis over the period in which the Company expects to receive
benefit, which is generally the vesting period.
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The Company did not have any stock options outstanding during the period August
21, 2002 (date of inception) through December 31, 2006, accordingly, no pro
forma financial disclosure is provided herein.
Income Taxes
Income taxes are accounted for in accordance with SFAS 109, Accounting for
Income Taxes, using the asset and liability method. 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 and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Earnings Per Common Share
Statement of Financial Accounting Standards No. 128, "Earnings Per Share",
requires presentation of basic earnings per share ("Basic EPS") and diluted
earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed
by dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding (including shares reserved for
issuance) during the period. Diluted earnings per share gives effect to all
dilutive potential common shares outstanding during the period. The Company did
not have any potentially dilutive securities outstanding during the period
August 21 2002 (date of inception) through December 31, 2006. Accordingly, basic
and diluted loss per common share is the same.
Advertising
The costs of advertising, promotion and marketing programs are charged to
operations in the calendar year incurred.
Segmented Information
Management has determined that the Company operates in one dominant industry
segment. Additional segment disclosure requirements will be evaluated as it
expands its operations.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist of cash and cash equivalents and accounts receivables.
The Company places its cash with high quality financial institutions and at
times may exceed the FDIC $100,000 insurance limit. The Company extends credit
based on an evaluation of the customer's financial condition, generally without
collateral. Exposure to losses on receivables is principally dependent on each
customer's financial condition. The Company monitors its exposure for credit
losses and maintains allowances for anticipated losses, as required. Accounts
are "written-off" when deemed uncollectible.
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Special - purpose entities
The Company does not have any off-balance sheet financing activities.
Going Concern
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. As of December 31,
2006 the Company had a retained deficit and no established source of revenue.
These conditions, among others, raises substantial doubt as to the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
The Company's ability to continue in business is dependent upon obtaining
sufficient financing or attaining profitable operations. These financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
Use of estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles (GAAP) requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. The
Company bases its estimates on historical experience, management expectations
for future performance, and other assumptions as appropriate. Key areas affected
by estimates include the assessment of the recoverability of long-lived assets,
which is based on such factors as estimated future cash flows. The Company
re-evaluates its estimates on an ongoing basis. Actual results may vary from
those estimates.
Organizational costs
The Company expenses all start-up and organizational costs as they are incurred
in accordance with the provisions of Statement of Position (SOP) 98-5,
"Reporting on the Costs of Start-up Activities" issued by the American Institute
of Certified Public Accountants.
Website Development Costs
The Company accounts for website development costs in accordance with Emerging
Issues Task Force (EITF) No. 00-2. Accordingly, all costs incurred in the
planning stage are expensed as incurred, costs incurred in the website
application and infrastructure development stage are accounted for in accordance
with Statement of Position (SOP) 98-1 which requires the capitalization of
certain costs that meet specific criteria, and costs incurred in the day to day
operation of the website are expensed as incurred.
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Note 3 - Recently issued accounting pronouncements
In March 2004, the FASB approved the consensus reached on the Emerging Issues
Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are deemed to be
temporarily impaired. In September 2004, the FASB issued a FASB Staff Position
(FSP) EITF 03-1-1 that delays the effective date of the measurement and
recognition guidance in EITF 03-1 until after further deliberations by the FASB.
The disclosure requirements are effective only for annual periods ending after
June 15, 2004. The Company has evaluated the impact of the adoption of the
disclosure requirements of EITF 03-1 and does not believe it will have an impact
to the Company's overall combined results of operations or combined financial
position. Once the FASB reaches a final decision on the measurement and
recognition provisions, the Company will evaluate the impact of the adoption of
EITF 03-1.
In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of
ARB No. 43, Chapter 4", (" SFAS No. 151"). The amendments made by SFAS 151
clarify that abnormal amounts of idle facility expense, freight, handling costs,
and wasted materials (spoilage) should be recognized as current-period charges
and require the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.
In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152") SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real Estate", to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also
amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that the guidance for (a) incidental operations and
(b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is
subject to the guidance in SOP 04-2. SFAS 152 is effective for financial
statements for fiscal years beginning after June 15, 2005, with earlier
application encouraged. The Company has evaluated the impact of the adoption of
SFAS 152, and does not believe the impact will be significant if any, to the
Company's overall results of operations or financial position since the Company
does not enter into such transactions.
In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."
The amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
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substance. Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
That exception required that some nonmonetary exchanges, although commercially
substantive, to be recorded on a carryover basis. By focusing the exception on
exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
financial reporting that more faithfully represents the economics of the
transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges occurring in fiscal periods beginning
after the date of issuance. The provisions of SFAS No.153 shall be applied
prospectively. The Company has evaluated the impact of the adoption of SFAS 153,
and does not believe the impact will be significant to the Company's overall
results of operations or financial position.
In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment" ("SFAS 123(R)"). SFAS 123(R) will provide investors and other users of
financial statements with more complete and neutral financial information by
requiring that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. SFAS
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. SFAS 123(R) replaces
SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as
originally issued in 1995, established as preferable a fair-value-based method
of accounting for share-based payment transactions with employees. However, that
statement permitted entities the option of continuing to apply the guidance in
Opinion 25, as long as the footnotes to financial statements disclosed what net
income would have been had the preferable fair-value-based method been used.
Public entities (other than those filing as small business issuers) will be
required to apply SFAS 123(R) as of the first interim or annual reporting period
that begins after June 15, 2005. This pronouncement is effective for the
Company, a small business issuer, as of the first interior annual reporting
period that begins after December 15, 2005. The Company has evaluated the impact
of the adoption of SFAS 123(R), and does not believe the impact will be
significant to the Company's overall results of operations or financial
position.
In May, 2005, The FASB issued SFAS No. 154, entitled Accounting Changes and
Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No.
3. This Statement replaces APB Opinion No. 20, Accounting Changes and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. Opinion 20 previously required that most
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voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This Statement requires retrospective application to prior
periods' financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This Statement defines as the application of a different
accounting principle to prior accounting periods as if that principle had always
been used or as the adjustment of previously issued financial statements to
reflect a change in the reporting entity. This statement also redefines
restatement as the revising of previously issued financial statements to reflect
the correction of an error. The adoption of SFAS 154 did not impact the
financial statements.
In February, 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Statements". SFAS No. 155 amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
SFAS No. 155, permits fair value measurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require bifurcation,
clarifies which interest-only strips and principal-only strips are not subject
to the requirements of SFAS No. 133, establishes a requirement to evaluate
interest in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial statements that contain an
embedded derivative requiring bifurcation, clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives, and
amends SFAS No. 140 to eliminate the prohibition on the qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006. Management believes that this statement will not have
a significant impact on the financial statements.
In March, 2006 FASB issued SFAS 156 "Accounting For Servicing of Financial
Assets" this
Statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities", with respect to the
accounting for separately recognized servicing assets and servicing liabilities.
This Statement:
1. Requires an entity to recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial
asset by entering into a servicing contract.
2. Requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable.
3. Permits an entity to choose "Amortization method" or "Fair value
measurement method" for each class of separately recognized servicing
assets and servicing liabilities.
4. At its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the
treatment of other available-for-sale securities under Statement 115,
provided that the available-for-sale securities are identified in some
manner as offsetting the entity's exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to
subsequently measure at fair value.
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5. Requires separate presentation of servicing assets and liabilities
subsequently measured at fair value in the statement of financial
position and additional disclosures for all separately recognized
servicing assets and servicing liabilities.
Management believes that this statement will not have a significant impact on
the financial statements.
Note 4 - Note Payable-Related Party
The Company has from time to time received loans from its majority shareholder
payable on demand without interest. .
Note 5 - Income Taxes
The Company has a net operating loss carry forward of approximately $15,000
which will expire in 2017.. The federal income tax benefit of this net operating
loss is $4,650, and has been offset with a valuation allowance of $4,650 due to
the uncertainty that the net operating loss will be used. The valuation
allowance increased by $4,650 for the period August 21, 2002 (date of inception)
through December 31, 2006.
Note 6 - Common Stock
On August 21, 2002, the Company issued 1,500,000 shares of common stock as
founder shares that resulted in gross proceeds of $15,000.
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