UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
Commission File Number: 0-50773
Creative Beauty Supply of New Jersey Corporation
(Exact name of Registrant as specified in its charter)
NEW JERSEY 56-2415252
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
380 Totowa Road, Totowa, NJ, 07512
(Address of principal executive offices, including zip code)
(973) 904-0004
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in 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 Exchange
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 such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [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. [ ]
2
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (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 Exchange Act). Yes [x] No [ ]
As of June 30, 2008, no market price existed for voting and non-voting
common equity held by non-affiliates of the registrant.
As of March 19, 2009, the registrant had outstanding 10,532,150 shares
of Common Stock with a par value of $0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
None
3
TABLE OF CONTENTS
ITEM PAGE
PART I
1. BUSINESS 4
2. PROPERTIES 5
3. LEGAL PROCEEDINGS 5
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5
PART II
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASE OF EQUITY SECURITIES 6
6. SELECTED FINANCIAL DATA 6
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION 6
8. FINANCIAL STATEMENTS 11
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES 11
9A(T). CONTROLS AND PROCEDURES 11
9B. OTHER INFORMATION 12
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS, AND CORPORATE GOVERNANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 13
11. EXECUTIVE COMPENSATION 14
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 15
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 16
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 16
15. EXHIBITS 17
4
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Creative Beauty Supply of New Jersey Corporation ("Creative NJ" or the
"Company") was incorporated in the State of New Jersey on October 1,
2003. It was formed pursuant to a resolution of the board of directors
of Creative Beauty Supply Inc. ("CBS"), as a wholly owned subsidiary of
that company, a publicly traded New Jersey corporation.
On January 1, 2004, the assets and liabilities of CBS were contributed
at book value to Creative NJ, and CBS approved a spin-off of this
subsidiary to its shareholders. The spin-off was approved in
contemplation of a merger which occurred on March 19, 2004 between CBS
and Global Digital Solutions, Inc., a Delaware corporation, upon
approval by vote of the stockholders of CBS and Global Digital whereby
the former shareholders of CBS became the owners of 100 percent of the
common stock of Creative NJ. The common shares were transferred upon
completion of the Form 10SB. CBS is the predecessor of Creative NJ.
Pursuant to the requirements of Staff Legal Bulletin #4, the spin-off
was completed in September 2005 with the satisfactory resolution of all
SEC comments to the Form 10SB.
Pursuant to the terms of the spin-off arrangement, Global Digital
provided its shareholders as of January 1, 2004, the record date, one
share of Creative NJ for every share of Global Digital owned as of that
date.
Creative NJ filed its Form 10SB voluntarily. Creative NJ will
voluntarily file periodic reports in the event its obligation to file
such reports is suspended under the Exchange Act.
Corporate Operations. Creative NJ operated as a cosmetic and beauty
supply distributor at both the retail and wholesale levels. Creative
NJ's various beauty and cosmetic products were purchased by it from a
number of unaffiliated suppliers and manufacturers and thereafter sold
on its premises to retail walk-in customers or directly to beauty
salons.
On November 30, 2007, Creative NJ's Board of Directors approved a plan
to dispose of its wholesale and retail beauty supply business. The
Board recognized that this operation has never realized a profit and
that sales volumes have been declining each year. Creative NJ's plan
was to contact its suppliers and return as much of the inventory as
possible and sell the remaining balance to its customers. Creative
NJ's objective was to cease all operations by December 31, 2007 and
vacate the facility it leased by January 31, 2008. As of December 31,
2007, Creative NJ disposed of all its inventory by way of sales,
returns to suppliers and sale to inventory liquidator and ceased its
operations.
Creative NJ's current business plan is to attempt to identify and
negotiate with a business target for the merger of that entity with and
into Creative NJ. In certain instances, a target company may wish to
become a subsidiary of Creative NJ or may wish to contribute or sell
5
assets to Creative NJ rather than to merge. No assurances can be given
that Creative NJ will be successful in identifying or negotiating with
any target company. Creative NJ seeks to provide a method for a
foreign or domestic private company to become a reporting or public
company whose securities are qualified for trading in the United States
secondary markets.
A business combination with a target company normally will involve the
transfer to the target company of the majority of the issued and
outstanding common stock of Creative NJ, and the substitution by the
target company of its own management and board of directors. No
assurances can be given that Creative NJ will be able to enter into a
business combination, or, if Creative NJ does enter into such a
business combination, no assurances can be given as to the terms of a
business combination, or as to the nature of the target company.
The current and proposed business activities described herein classify
Creative NJ as a blank check company. The Securities and Exchange
Commission and many states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. Management
does not intend to undertake any efforts to cause a market to develop
in Creative NJ's securities until such time as Creative NJ has
successfully implemented its business plan described herein.
ITEM 2. PROPERTIES.
Creative NJ has no properties and, at this time, has no arrangements to
acquire any properties. Creative NJ currently uses for its principal
place of business the home office of Mr. Catizone, an officer and
director of Creative NJ, at no cost to Creative NJ, an arrangement
which management expects will continue until Creative NJ completes an
acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS.
Creative NJ is not involved in any legal proceedings at this date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the last quarter of the fiscal year ended December 31, 2008, no
matters were submitted to a vote of Creative Beauty Supply of New
Jersey Corporation security holders, through the solicitation of
proxies.
6
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a) Market Information. There has been no trading market
for Creative NJ's Common Stock for at least the last three years. There
can be no assurance that a trading market will ever develop or, if such
a market does develop, that it will continue.
Holders. There were approximately 101 record holders of Creative NJ's
common stock as of March 19, 2009. The issued and outstanding shares
of Creative NJ's common stock were issued in accordance with the
exemptions from registration afforded by Sections 3(b) and 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder.
Dividends. Holders of the registrant's common stock are entitled to
receive such dividends as may be declared by its board of directors.
No dividends on the registrant's common stock have ever been paid, and
the registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
Securities authorized for issuance under equity compensation plans. No
securities are authorized for issuance by the registrant under equity
compensation plans.
Performance graph. Not applicable.
Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuers and
affiliated purchasers. None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward Looking Statements
Statements in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, as well as in certain other parts
of this Annual Report on Form 10-K (as well as information included in
oral statements or other written statements made or to be made by
Creative NJ) that look forward in time, are forward looking statements
made pursuant to the safe harbor provisions of the Private Litigation
Reform Act of 1995. Forward looking statements include statements
concerning plans, objectives, goals, strategies, future events or
7
performance, expectations, predictions, and assumptions and other
statements which are other than statements of historical facts.
Although Creative NJ believes such forward-looking statements are
reasonable, it can give no assurance that any forward-looking
statements will prove to be correct. Such forward-looking statements
are subject to, and are qualified by, known and unknown risks,
uncertainties and other factors that could cause actual results,
performance or achievements to differ materially from those expressed
or implied by those statements. These risks, uncertainties and other
factors include, but are not limited to Creative NJ's ability to
estimate the impact of competition and of industry consolidation and
risks, uncertainties and other factors set forth in Creative NJ's
filings with the Securities and Exchange Commission, including without
limitation this Annual Report on Form 10-K.
Critical Accounting Policies
The preparation of our financial statements and notes thereto requires
management to make estimates and assumptions that affect the amounts
and disclosures reported within those financial statements. On an
ongoing basis, management evaluates its estimates, including those
related to revenue recognition, contingencies, litigation and income
taxes. Management bases its estimates and judgments on historical
experiences and on various other factors believed to be reasonable
under the circumstances. Actual results under circumstances and
conditions different than those assumed could result in differences
from the estimated amounts in the financial statements. There have
been no material changes to these policies during fiscal 2008. As of
December 31, 2008 and 2007, Creative NJ has not identified any critical
estimates that are used in the preparation of the financial statements.
Trends and Uncertainties
There are no material commitments for capital expenditure at this time.
There are no trends, events, or uncertainties that have had or are
reasonably expected to have a material impact on our limited
operations. There are no known causes for any material changes form
period to period in one or more line items of Creative NJ's financial
statements.
Liquidity and Capital Resources
At December 31, 2008, Creative NJ has a cash balance of $200,175, which
represents a $45,025 decrease from the $245,200 balance at December 31,
2007. This decrease was primarily the result of cash used in operating
activities which enable Creative NJ to satisfy the requirements of a
reporting company. Creative NJ's working capital position at December
31, 2008 and 2007 is $183,776 and $231,208, respectively.
The focus of Creative NJ's efforts is to acquire or develop an
operating business. Despite no active operations at this time,
management intends to continue in business and has no intention to
liquidate Creative NJ. Creative NJ does not contemplate limiting the
scope of its search to any particular industry. Management has
considered the risk of possible opportunities as well as their
potential rewards. Management has invested time evaluating several
proposals for possible acquisition or combination; however, none of
8
these opportunities were pursued. Creative NJ's sole expected expenses
are comprised of professional fees primarily incident to its reporting
requirements.
Discontinued Operations
On November 30, 2007 Creative NJ's Board of Directors approved a plan
to dispose of its wholesale and retail beauty supply business. The
Board recognized that this operation has never realized a profit and
that sales volumes have been declining each year. Creative NJ's plan
was to contact its suppliers and return as much of the inventory as
possible and sell the remaining balance to its customers. Creative NJ's
objective was to ceased all operations by December 31, 2007 and vacate
the facility it leased by January 31, 2008. As of December 31, 2007,
Creative NJ disposed of all its inventory by way of sales, returns to
suppliers and sale to inventory liquidator and ceased its operations.
Assets and liabilities of discontinued operations as of December 31,
2008 and 2007 are summarized as follows:
2008 2007
---- ----
Current Assets:
Accounts receivable, trade $ - $ 2,503
Prepaid expenses - 2,400
Property and equipment, net of
Accumulated depreciation - 1,299
------- -------
Total Assets of Discontinued Operations - 6,202
------- -------
Current Liabilities:
Payroll taxes withheld and accrued - 2,131
Accrued expenses 3,200 7,013
------- -------
Total Liabilities of Discontinued
Operations 3,200 9,144
------- -------
Net Liabilities of Discontinued
Operations $ 3,200 $ 2,942
======= =======
Results of discontinued operations for the years ended December 31,
2008 and 2007 are summarized as follows:
2008 2007
---- ----
Net Sales $ - $124,404
Cost of Sales - 119,393
------- --------
Gross Profit - 5,011
======= ========
Operating Expenses:
Professional fees 10,350 14,395
9
Rent 1,350 16,200
Other general and administrative 15,220 73,644
-------- --------
Total Operating Expenses 26,920 104,239
-------- --------
Loss from Discontinued Operations,
net of income taxes of -0- $(26,920) $(99,228)
======== ========
Cash flows from discontinued operations for the years ended December
31, 2008 and 2007 are summarized by major classification as follows:
2008 2007
---- ----
Cash flows used in operating activities $ 258 $45,983
Cash flows from investing activities - -
Cash flows from financing activities - -
------- -------
Net cash used in discontinued operations $ 258 $45,983
======= =======
The components of property and equipment for discontinued operations at
December 31, 2008 and 2007 consisted of:
2008 2007
---- ----
Delivery equipment $ 6,497 $ 6,497
Less: accumulated depreciation (6,497) (5,198)
------- -------
Net book value $ - $ 1,299
======= =======
Depreciation expense included in "Loss from Discontinued Operations"
amounted to $1,299 for each of the years ended December 31, 2008 and
2007, respectively.
Wholesale sales consist of sales to beauty salons of merchandise for
resale. Sales of merchandise to beauty salons for their own
consumption, not for resale, are considered retail sales. All sales to
the general public are also considered retail sales.
Net sales from discontinued operations are summarized as follows for
the years ended December 31, 2008 and 2007:
2008 2007
---- ----
Retail $ - $ 73,797
Wholesale - 50,607
------- --------
$ - $124,404
======= ========
10
Recent Accounting Pronouncements
In December 2007, the FASB issued FAS 141(R), "Business Combinations -
a replacement of FASB Statement No. 141" ("SFAS 141R"), which
significantly changes the principles and requirements for how the
acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree. The statement also
provides guidance for recognizing and measuring the goodwill acquired
in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. This statement is
effective prospectively, except for certain retrospective adjustments
to deferred tax balances, for fiscal years beginning after December 15,
2008. Beginning January 1, 2009, Creative NJ will adopt SFAS 141R and
the impact of implementing this statement will depend on the nature and
significance of business combinations consummated that would be subject
to this statement.
In February 2008, the FASB issued FASB Staff Position 157-2 ("FSP 157-
2"), which delays the effective date of the application of SFAS No.
157, Fair Value Measurements ("SFAS 157") to fiscal years beginning
after November 15, 2008 for all non-financial assets and liabilities
that are recognized or disclosed at fair value in the financial
statements on a non-recurring basis. Creative NJ's assets and
liabilities subject to the provisions of SFAS 157 are limited to non-
recurring non-financial assets such as goodwill and other indefinite
lived intangible assets measured at fair value for impairment testing.
As such, the adoption of SFAS 157, as amended by FSP 157-2, is deferred
until our fiscal year beginning January 1, 2009. Creative NJ does not
expect the adoption of SFAS 157, as amended, to have a material impact
on its consolidated results of operations or financial position.
In May 2008, the FASB issued SFAS No 162 "The Hierarchy of Generally
Accepted Accounting Principles". SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with
generally accepted accounting principles. SFAS No. 162 is effective 60
days following the Securities and Exchange Commission's approval of the
Public Company Accounting Oversight Board Auditing amendments to AU
Section 411, "The meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles." Creative NJ does not expect
the adoption of SFAS No. 162 to change it current practice nor does
Creative NJ anticipate an effect on its results of operations or
financial position.
Management does not believe that any other recently issued, not yet
effective, accounting standard if currently adopted would have a
material effect on the accompanying financial statements.
Off Balance Sheet Arrangements
None.
11
Tabular Disclosure of Contractual Obligations
None.
ITEM 8. FINANCIAL STATEMENTS
Creative NJ's financial statements and associated notes are set forth
beginning on page 19.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
Changes in Internal Controls
During the year ended December 31, 2008, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2008. Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of December 31, 2008 to
ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Management of Creative NJ is responsible for establishing and
maintaining adequate internal control over financial reporting as
derived in Rule 13a-15(f) under the Securities Exchange Act of 1934.
We have assessed the effectiveness of those internal controls as of
December 31, 2008, using the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO") Internal Control Intergrated Framework
as a basis for our assessment.
12
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
A material weakness in internal controls is a deficiency in internal
control, or combination of control deficiencies, that adversely affects
Creative NJ's ability to initiate, authorize, record, process, or
report external financial data reliably in accordance with accounting
principles generally accepted in the United States of America such that
there is more than a remote likelihood that a material misstatement of
Creative NJ's annual or interim financial statements that is more than
inconsequential will not be prevented or detected. In the course of
making our assessment of the effectiveness of internal controls over
financial reporting, we did not identify any material weakness in our
internal control over financial reporting. Therefore, it is our
conclusion that Creative NJ's internal controls over financial
reporting were effective as of December 31, 2008.
This annual report does not include an attestation report of Creative
NJ's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to
attestation by Creative NJ's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that
permit Creative NJ to provide only management's report in this annual
report.
ITEM 9B. Other Information
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
AND CORPORATE GOVERANCE; COMPLAINCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
Name Position Held Term of Office
Carmine Catizone, age 56 President, Director October 1, 2003
to present
Daniel Generelli, age 38 Secretary/Treasurer October 1, 2003
Vice-President/Director to present
Resumes
Carmine Catizone. Mr. Catizone has been President and a director of
Creative NJ since its incorporation on October 1, 2003. From June 1988
to July 1994, Mr. Catizone was President and a Director of J&E Beauty
Supply, Inc., a retail and wholesale beauty supply distributor. Mr.
Catizone served as President and a director of C&C Investments, Inc., a
blank check company (now known as T.O.P.S. Medical Corp., which
provided chemicals for transportation of organs) from July 1977 to
December 1984. From August 1995 to March 19, 2004, Mr. Catizone was
President and a director of Creative Beauty Supply, Inc., now Global
Digital Solutions, Inc., a SEC reporting company. Mr. Catizone is not
currently involved with T.O.P.S. Medical Corp. From June 1980 to
December 1985, Mr. Catizone had been district sales manager (engaged in
sales of cosmetics) for Chattem Labs. Mr. Catizone received his
Bachelor of Science degree from Fairleigh Dickerson University in 1972.
Daniel Generelli. Mr. Generelli has been Secretary-Treasurer and a
director of Creative NJ since its incorporation on October 1, 2003.
From August 1995 to March 19, 2004, Mr. Generelli was Secretary-
Treasurer and a director of Creative Beauty Supply, Inc., now Global
Digital Solutions, Inc., a SEC reporting company. From December 1989
to July 1995, Mr. Generelli was Secretary/Treasurer and a director of
J&E Beauty Supply, Inc., a retail and wholesale beauty supply
distributor. From December 1984 to December 1989, Mr. Generelli was
employed as a distribution supervisor with Tags Beauty Supply, a retail
and wholesale beauty supply distributor in Fairfield, NJ. Mr. Generelli
graduated from Ramapo College of New Jersey with a Bachelor of Science
degree in June of 1984.
Section 16(a) Beneficial Ownership Reporting Compliance
To Creative NJ's knowledge, no director, officer or beneficial owner of
more than ten percent of any class of equity securities of the Company
failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during 2008.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
14
Corporate Governance
We have no change in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs
are simple, any such committees are excessive and beyond the scope of
our business and needs.
ITEM 11. EXECUTIVE COMPENSATION
To date, Creative NJ has not entered into employment agreements nor are
any contemplated.
Annual Compensation Awards Payouts
------------------- ---------------------- --------
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Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Compen- Compen-
Position Year Salary($) Bonus($) sation($) Awards(#) Options/SARs(#) Payouts($) sation($)
Carmine Catizone 2008 --- --- --- --- --- --- ---
President 2007 $30,000 --- --- --- --- --- ---
2006 $30,000 --- --- --- --- --- ---
Daniel Generelli 2008 --- --- --- --- --- --- ---
Sec/Treas 2007 $ 2,030 --- --- --- --- --- ---
2006 $ 2,260 --- --- --- --- --- ---
Board of Directors Compensation
Members of the Board of Directors may receive an amount yet to be
determined annually for their participation and will be required to
attend a minimum of four meetings per fiscal year. To date, Creative NJ
has not paid any directors' fees or expenses.
Other than Mr. Catizone and Mr. Generelli, Creative NJ did not have any
significant employees as of the date of this report. There were no
family relationships between any of the officers or directors of the
Creative NJ. During the fiscal year covered by this report, there were
no changes to the procedures by which security holders could recommend
nominees to Creative NJ's board of directors.
At this time, Creative NJ's board of directors acts as Creative NJ's
audit committee. Similarly, Creative NJ's board of directors has
determined that Creative NJ does not have an audit committee financial
expert as defined under Securities and Exchange Commission rules.
Current Blank Check Companies
Daniel Generelli is currently an officer and director of Baynon
International Corp. Baynon is considered a blank check company.
Other than disclosed above, no directors or officers of Creative NJ are
presently officers, directors or shareholders in any blank check
companies except for Creative NJ. However, one or both of the
officers/directors may, in the future, become involved with additional
blank check companies.
15
(b) Compliance with Section 16(a) of the Securities Exchange Act of
1934.
Section 16(a) of the Securities Exchange Act requires Creative NJ's
officers and directors, and persons who beneficially own more than ten
(10%) percent of a class of equity securities registered pursuant to
Section 12 of the Exchange Act, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and
the principal exchange upon which such securities are traded or quoted.
Reporting Persons are also required to furnish copies of such reports
filed pursuant to Section 16(a) of the Exchange Act with Creative NJ.
Based solely on review of the copies of such forms furnished to
Creative NJ, Creative NJ's two (2) directors did not file their reports
on a timely basis. .
Code of Ethics. Creative has not yet adopted a code of ethics. The
board of directors anticipates that it will adopt a code of ethics upon
identifying and negotiating with a business target for the merger of
that entity with and into Creative NJ, although there is no guarantee
that Creative NJ will be able to enter into such a transaction.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulates holdings of shares of Creative NJ by each
person who, adjusted for completion of the spin-off, will holders of
record or is known by management to own beneficially more than 5.0% of
the common shares and, in addition, by all directors and officers of
Creative NJ individually and as a group. Each named beneficial owner
has sole voting and investment power with respect to the shares set
forth opposite his name.
Shareholdings at March 19, 2009
Percentage of
Number & Class(1) Outstanding
Name and Address of Shares Common Shares
Carmine Catizone(4) Common 3,458,000(direct) 32.83%
10 1/2 Walker Avenue 80,600(2)(indirect) .77%
Morristown, NJ 07960
Daniel T. Generelli Common 40,000 .38%
24 Kansas Street
Hackensack, NJ 07601
All Directors & Officers Common 3,498,000(direct) 33.21%
as a group (2 persons) 80,600(indirect) .77%
Pasquale Catizone(4) Common 5,387,500(direct) 51.15%
266 Cedar Street 10,000(3)(indirect) .09%
Cedar Grove, NJ 07009
16
Ram Venture Holdings Corp. Common 595,054 5.65%
3040 E. Commercial Blvd.
Fort Lauderdale, FL 33308
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
(2)Carmine Catizone and Phyllis Catizone are husband and wife and are
deemed to be the beneficial owners of each other's shares and custodial
shares.
(3)Pasquale Catizone and Barbara Catizone are husband and wife and are
deemed to be the beneficial owners of each other's shares.
(4)Carmine Catizone and Pasquale Catizone are brothers.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Certain Relationships and Related Transactions
None.
Director Independence
Creative NJ's board of directors consists of Carmine Catizone and
Daniel Generelli. Neither of them is independent as such term is
defined by a national securities exchange or an inter-dealer quotation
system. During the fiscal year ended December 31, 2008, there were no
transactions with related persons.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. The aggregate fees billed and estimated to be billed for
the fiscal years ended December 31, 2008 and 2007 for professional
services rendered by Rotenberg, Meril, Solomon, Bertiger & Guttilla,
P.C. ("RMSB&G") for the audit of the registrant's annual financial
statements and review of the financial statements included in the
registrant's Form 10-Q or services that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements for the fiscal years ended December 31, 2008 and 2007, were
$17,200 and $14,000, respectively.
17
Audit related fees. The aggregate fees billed for the fiscal years
ended December 31, 2008 and 2007 for assurance and related services by
RMSB&G that are reasonably related to the performance of the audit or
review of the registrant's financial statements for that fiscal year
were $0.
Tax Fees. We did not incur any aggregate tax fees and expenses from
RMSB&G for the 2008 and 2007 fiscal years for professional services
rendered for tax compliance, tax advice, and tax planning.
All Other Fees. We did not incur any other fees from RMSB&G for the
2008 and 2007 fiscal years.
The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2008 were approved
by the Board of Directors pursuant to its policies and procedures. We
intend to continue using RMSB&G solely for audit and audit-related
services, tax consultation and tax compliance services, and, as needed,
for due diligence in acquisitions.
ITEM 15. EXHIBITS
(a) The following documents have been filed as part of this Annual
Report on Form 10-K.
1. Financial Statement Schedules
All schedules are omitted because they are not applicable or not
required or because the required information is included in the
Financial Statements or the Notes thereto.
2. List of Exhibits
(3.1) Articles of Incorporation(1)
(3.2) Bylaws(1)
(3.3) Form of Common Stock Certificate(1)
(10.1) Renewed Lease Agreement(2)
(10.2) Agreement and Plan of Reorganization between Global Digital
Solutions and Creative Beauty Supply, Inc.(3)
(1) Incorporated by reference to Form 10SB, file number 0-50773 filed on
May 21, 2004.
(2) Incorporated by reference to amendment 3 to Form 10SB, file number
0-50773 filed on June 15, 2005
(3) Incorporated by reference to Form 8-K filed March 8, 2004 by
Creative Beauty Supply, Inc.
The following exhibits are filed with this report:
Exhibit 31 - 302 certification
Exhibit 32 - 906 certification
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Date: March 19, 2009
Creative Beauty Supply of New Jersey Corporation
/s/ Carmine Catizone
- -------------------------------
By: Carmine Catizone, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
Creative Beauty Supply of New Jersey Corporation
Date: March 19, 2009 /s/ Carmine Catizone
---------------------
By: Carmine Catizone
President, Chief Executive Officer
March 19, 2009 /s/Daniel Generelli
----------------------
By: Daniel Generelli
Chief Financial Officer and
Controller
19
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
INDEX TO FINANCIAL STATEMENTS
Page
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM 20
FINANCIAL STATEMENTS:
Balance Sheets as of December 31, 2008 and 2007 21
Statements of Operations and Comprehensive Loss
for the years ended December 31, 2008 and 2007 22
Statements of Stockholders' Equity for the years
ended December 31, 2008 and 2007 23
Statements of Cash Flows for the years ended
December 31, 2008 and 2007 25
Notes to Financial Statements 26
20
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
To the Board of Directors and Stockholders of Creative Beauty Supply of
New Jersey Corporation
We have audited the accompanying balance sheets of Creative Beauty
Supply of New Jersey Corporation as of December 31, 2008 and 2007 and
the related statements of operations and comprehensive loss,
stockholders' equity and cash flows for the years then ended. The
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 audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company 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
also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
as of December 31, 2008 and 2007 and the results of its operations and
cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C.
Saddle Brook, New Jersey
March 16, 2009
21
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
BALANCE SHEETS
December 31, 2008 and 2007
ASSETS
2008 2007
------ ------
CURRENT ASSETS:
Cash and cash equivalents $ 200,175 $ 245,200
Assets of discontinued operations - 6,202
---------- ----------
TOTAL CURRENT ASSETS 200,175 251,402
---------- ----------
TOTAL ASSETS $ 200,175 251,402
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 1,299 $ -
Accrued expenses 11,900 11,050
Liabilities of discontinued operations 3,200 9,144
---------- ---------
TOTAL CURRENT LIABILITIES 16,399 20,194
---------- ---------
TOTAL LIABILITIES 16,399 20,194
---------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.001,
authorized 10,000,000 shares, issued
and outstanding -0- shares - -
Common stock, par value $.001, authorized
100,000,000 shares, issued and
outstanding 10,532,150 shares 10,532 10,532
Additional paid-in-capital 776,108 776,108
Accumulated deficit (602,864) (555,432)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 183,776 231,208
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 200,175 $ 251,402
========= =========
The accompanying notes are an integral part
of these financial statements.
22
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
2008 2007
---------- ----------
Revenue - -
---------- ----------
Operating Expenses
Professional fees 28,186 30,348
---------- ----------
Total Operating Expenses 28,186 30,348
---------- ----------
Loss from operations (28,186) (30,348)
---------- ----------
Other Income
Interest income 6,641 10,361
Gain on sale of marketable securities - 25,120
Miscellaneous income 1,033 14,230
---------- ----------
Total Other Income 7,674 49,711
---------- ----------
Income (Loss) from Continued Operations (20,512) 19,363
Discontinuing Operations:
Loss from discontinued operations (26,920) (99,228)
Income taxes - -
---------- ----------
Loss from Discontinued Operations (26,920) (99,228)
---------- ----------
Net Loss (47,432) (79,865)
Reclassification adjustment, net of income
taxes - (95,000)
---------- ----------
Total Comprehensive Loss $ (47,432) $ (174,867)
========== ==========
Earning (loss) per share:
Continued Operations basic and diluted
net loss per common share $ - $ -
========== ==========
Discontinued Operations basic and diluted
net loss per common share $ - $ (0.01)
========== ==========
Basic and diluted weighted average common
shares outstanding 10,532,150 10,532,150
========== ==========
The accompanying notes are an integral part
of these financial statements.
23
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
Common Stock
$.001 Par Value
--------------- Additional
Number Paid In
of Shares Amount Capital
---------- ---------- ----------
<s> <c> <c> <c>
Balance, December 31, 2006 10,532,150 10,532 776,108
Reclassification adjustment net of
-0- income taxes - - -
Net loss for the year - - -
---------- ---------- ----------
Balance, December 31, 2007 10,532,150 $ 10,532 $ 776,108
Net loss for the year - - -
---------- ---------- ----------
Balance, December 31, 2008 10,532,150 $ 10,532 $ 776,108
========== ========== ==========
24
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
CONTINUED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
Accumulated
Other
Accumulated Comprehensive
Deficit Income Total
---------- ---------- ----------
<s> <c> <c> <<c>
Balance, December 31, 2006 (475,567) 95,000 406,073
Reclassification adjustment net of
-0- income taxes - (95,000) (95,000)
Net loss for the year (79,865) - (79,865)
---------- ---------- ----------
Balance, December 31, 2007 $ (555,432) $ - $ 231,208
Net loss for the year (47,432) - (47,432)
---------- ---------- ----------
Balance, December 31, 2008 $ (602,864) $ - $ 183,776
========== ========== ==========
The accompanying notes are an integral part
of these financial statements.
25
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
2008 2007
---------- ----------
Net loss $ (47,432) $ (79,865)
Adjustments to reconcile net income to net
cash used by continued operations:
Gain on sale of marketable securities - (25,120)
Change in operating assets and liabilities:
Accounts Payable 1,299 -
Accrued Expenses 850 3,600
---------- ---------
Cash provided by (used in) continued
operations 2,149 (21,520)
Cash provided by discontinued operations 258 45,983
---------- ----------
Net cash used in operating activities $ (45,025) $ (55,402)
========== ==========
Cash Flows from Investing Activities:
Proceeds from sale of marketable securities - 30,120
---------- ----------
Net cash provided by investing activities - 30,120
---------- ----------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (45,025) (25,282)
CASH AND CASH EQUIVALENTS - beginning of year 245,200 270,482
---------- ----------
CASH AND CASH EQUIVALENTS - end of year $ 200,175 $ 245,200
========== ==========
The accompanying notes are an integral part
of these financial statements.
26
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
1. THE COMPANY
NATURE OF BUSINESS
Creative Beauty Supply of New Jersey Corporation (the "Company") was
incorporated in the State of New Jersey on October 1, 2003. It was
formed pursuant to a resolution of the Board of Directors of Creative
Beauty Supply, Inc., ("CBS") as a wholly-owned subsidiary of that
company, a publicly traded New Jersey Corporation. On January 1,
2004, the assets and liabilities of CBS were contributed at book value
to the company, and this subsidiary was then spun-off by CBS to its
shareholders. This spin-off was done in contemplation of a merger
which occurred on March 19, 2004 between CBS and Global Digital
Solutions, Inc. ("Global"), a Delaware corporation whereby the former
shareholders of CBS became the owners of 100 percent of the common
stock of the Company.
On January 1, 2004, the Company commenced operations in the beauty
supply industry at both the wholesale and retail levels. The Company
sells cosmetic and beauty supplies to the general public and beauty
salons in Northern and Central New Jersey.
Discontinued Operations (see Note 9)
On November 30, 2007 the Company's Board of Directors approved a plan
to dispose of its wholesale and retail beauty supply business. The
Board recognized that this operation has never realized a profit and
that sales volumes have been declining each year. The Company's plan
was to contact its suppliers and return as much of the inventory as
possible and sell the remaining balance to its customers. The
Company's objective was to ceased all operations by December 31, 2007
and vacate the facility it leased by January 31, 2008. As of December
31, 2007, the Company disposed of all its inventory by way of sales,
returns to suppliers and sale to inventory liquidator and ceased its
operations.
The Company's current business plan is to attempt to identify and
negotiate with a business target for the merger of that entity with and
into the Company. In certain instances, a target company may wish to
become a subsidiary of the Company or wish to contribute assets to the
Company rather than merge.
No assurance can be given that the Company will be successful in
identifying or negotiating with any target company. The Company
provides a means for a foreign or domestic private company to become a
reporting (public) company whose securities would be qualified for
trading in the United States secondary market.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Presentation
The Company's consolidated financial statements are prepared in
conformity with US generally accepted accounting principles ("GAAP").
27
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassifications
Certain prior year amounts related to reporting the disposal of the
Company, as discontinued operations, have been reclassified to conform
to current year classification.
Use of Estimates
These financial statements and accompanying notes have been prepared in
accordance with GAAP. The preparation of these financial statements
requires management to make estimates, judgments and assumptions that
affect the reported amounts of assets liabilities, revenues and
expenses. The Company continually evaluates the accounting policies and
estimates used to prepare the consolidated financial statements. The
Company bases its estimates on historical experiences and assumptions
believed to be reasonable under current facts and circumstances. Actual
amounts and results could differ from these estimates made by
management.
Revenue Recognition
Net sales were recognized at the time products are shipped to
customers. Over the counter sales are recorded at point of sale.
Cash and Cash Equivalents
For financial statement purposes, short-term investments with an
original maturity of ninety days or less and highly liquid investments
are considered cash and cash equivalents. Cash and cash equivalents
consist of a money market account.
Investments in Available for Sale Securities
The Company considered its investments in equity securities as
available-for-sale and reflected the investments at fair value in the
accompanying financial statements. Realized gains and losses were
recorded in earnings (loss). Changes in unrealized gains or losses are
excluded from earnings (loss) and reported as a component of other
comprehensive income (loss) in the stockholders' equity section of the
balance sheet.
Income Taxes
The Company utilizes Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the
recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax
assets and liabilities are determined based on the differences between
the financial statement carrying amounts and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized.
28
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings (Loss) Per Share
The Company computes earnings or loss per share in accordance with
Statement of Financial Accounting Standards No. 128 (SFAS 128),
"Earnings Per Share". Basic earnings per share is computed by dividing
income available to common stockholders by the weighted average number
of common shares outstanding. Diluted earnings per share reflects the
potential dilution that could occur if securities or other agreements
to issue common stock were exercised or converted into common stock.
Diluted earnings per share is computed based upon the weighted average
of number of common shares and dilutive common equivalent shares
outstanding, which includes convertible debentures, stock options and
warrants. There were no dilutive common stock equivalents for all
periods presented.
Comprehensive Income (Loss)
The Company reports components of comprehensive income (loss) under the
requirements of SFAS 130, "Reporting Comprehensive Income". SFAS 130
establishes rules for the reporting of comprehensive income (loss) and
its' components which require that certain items be presented as
separate components of stockholders' equity. For the years presented,
the Company's other comprehensive income (loss) consist solely of
unrealized gains (losses) from marketable securities available for
sale.
Recently Issued Accounting Pronouncements
In December 2007, the FASB issued FAS 141(R), "Business Combinations -
a replacement of FASB Statement No. 141" ("SFAS 141R"), which
significantly changes the principles and requirements for how the
acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed,
and any non-controlling interest in the acquiree. The statement also
provides guidance for recognizing and measuring the goodwill acquired
in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. This statement is
effective prospectively, except for certain retrospective adjustments
to deferred tax balances, for fiscal years beginning after December 15,
2008. Beginning January 1, 2009, the Company will adopt SFAS 141R and
the impact of implementing this statement will depend on the nature and
significance of business combinations consummated that would be subject
to this statement.
In February 2008, the FASB issued FASB Staff Position 157-2 ("FSP 157-
2"), which delays the effective date of the application of SFAS No.
157, Fair Value Measurements ("SFAS 157") to fiscal years beginning
after November 15, 2008 for all non-financial assets and liabilities
that are recognized or disclosed at fair value in the financial
statements on a non-recurring basis. The Company's assets and
29
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
liabilities subject to the provisions of SFAS 157 are limited to non-
recurring non-financial assets such as goodwill and other indefinite
lived intangible assets measured at fair value for impairment testing.
As such, the adoption of SFAS 157, as amended by FSP 157-2, is deferred
until our fiscal year beginning January 1, 2009. The Company does not
expect the adoption of SFAS 157, as amended, to have a material impact
on its consolidated results of operations or financial position.
In May 2008, the FASB issued SFAS No 162 "The Hierarchy of Generally
Accepted Accounting Principles". SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with
generally accepted accounting principles. SFAS No. 162 is effective 60
days following the Securities and Exchange Commission's approval of the
Public Company Accounting Oversight Board Auditing amendments to AU
Section 411, "The meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles." The Company does not expect
the adoption of SFAS No. 162 to change it current practice nor does the
Company anticipate an effect on its results of operations or financial
position.
Management does not believe that any other recently issued, not yet
effective, accounting standard if currently adopted would have a
material effect on the accompanying financial statements.
Off Balance Sheet Arrangements
The Company does not have any material off balance sheet arrangements.
For further discussion on the Company's commitments, refer to Footnote
8 "Commitments".
Tabular Disclosure of Contractual Obligations
None.
3. CONCENTRATION OF CREDIT RISK:
The Company maintains its cash balances with a major bank. The
balances are insured by the Federal Deposit Insurance Corporation up to
$250,000 per depositor in 2008 and up to $100,000 in 2007. At December
31, 2008 and 2007, the Company had $0 and $145,200 uninsured cash
balances, respectively.
30
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
4. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company measures its financial assets and liabilities as required
by SFAS No. 157, "Fair Value Measurements". Cash and cash equivalents,
trade receivables, accounts payable and accrued expenses are carried at
book value amounts which approximates fair value due to their short-
term maturities.
5. MARKETABLE SECURITIES:
During the year ended December 31, 2007, the Company sold all of its
securities classified as available-for-sale.
Marketable equity securities sold are as follows:
2008 2007
---- ----
Sales Proceeds $ - $ 30,120
Cost Basis - 5,000
------- --------
Realized Gain $ - $ 25,120
======= ========
The method used to determine the cost of securities sold was actual
cost per share.
6. INCOME TAXES:
The deferred income tax assets and liabilities at December 31, 2008 and
2007 relate to temporary differences between the financial statement
carrying amounts and their tax basis. Assets and liabilities that give
rise to significant portions of the net deferred tax assets and
liabilities relate to the following:
2008 2007
---- ----
Net operating loss carry
forwards $158,060 $139,960
Capital loss carry
forwards 64,440 64,440
-------- --------
222,500 204,400
Less: Valuation allowance (222,500) (204,400)
-------- --------
Total $ - $ -
======== ========
A 100% valuation allowance was provided at December 31, 2008 and 2007
as it is uncertain if the deferred tax assets would be utilized. The
increase in the valuation allowance was as a result of the increase in
the Company's net operating loss.
31
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
At December 31, 2008, the Company has unused federal net operating loss
carry forwards of approximately $427,000 expiring between 2023 and 2028
and unused New Jersey net operating loss carry forwards of
approximately $423,000 expiring between 2012 and 2015.
7. SUPPLEMENTAL CASH FLOW INFORMATION:
There was no interest or income taxes paid during the years ended
December 31, 2008 and 2007.
8. COMMITMENTS:
The Company was obligated as assignee under an operating lease
agreement with an unrelated party for the space occupied by its
executive offices, store, and warehouse facilities in Totowa, New
Jersey. This lease which was the obligation of CGS, was assigned to
the Company on January 1, 2004. The lease expired on April 30, 2004,
with a monthly rent of $1,300. This lease was renewed in April 2004
for a 35 month term expiring on April 30, 2007 requiring a monthly rent
of $1,350. This lease was not renewed and the Company continued to
lease the space for $1,350 per month on a month to month basis. The
Company vacated the premises during January 2008 in connection with
ceasing operations, as discussed in Note 9.
Rent expense for the year ended December 31, 2008 and 2007 was $1,350
and $16,200, respectively.
9. DISCONTINUED OPERATIONS:
On November 30, 2007, the Company's Board of Directors approved a plan
to dispose of its wholesale and retail beauty supply business. The
Board recognized that this operation has never realized a profit and
that sales volumes have been declining each year. The Company's plan
was to contact its suppliers and return as much of the inventory as
possible and sell the remaining balance to its customers. The
Company's objective was to ceased all operations by December 31, 2007
and vacate the facility it leased by January 31, 2008. As of December
31, 2007, the Company disposed of all its inventory by way of sales,
returns to suppliers and sale to inventory liquidator and ceased its
operations.
32
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
Assets and liabilities of discontinued operations as of December 31,
2008 and 2007 are summarized as follows:
2008 2007
---- ----
Current Assets:
Accounts receivable, trade $ - $ 2,503
Prepaid expenses - 2,400
Property and equipment, net of
Accumulated depreciation - 1,299
------- -------
Total Assets of Discontinued Operations - 6,202
------- -------
Current Liabilities:
Payroll taxes withheld and accrued - 2,131
Accrued expenses 3,200 7,013
------- -------
Total Liabilities of Discontinued
Operations 3,200 9,144
------- -------
Net Liabilities of Discontinued
Operations $ 3,200 $ 2,942
======= =======
Results of discontinued operations for the years ended December 31,
2008 and 2007 are summarized as follows:
2008 2007
---- ----
Net Sales $ - $124,404
Cost of Sales - 119,393
------- --------
Gross Profit - 5,011
======= ========
Operating Expenses:
Professional fees 10,350 14,395
33
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
9. DISCONTINUED OPERATIONS (Continued)
Rent 1,350 16,200
Other general and administrative 15,220 73,644
-------- --------
Total Operating Expenses 26,920 104,239
-------- --------
Loss from Discontinued Operations,
net of income taxes of -0- $(26,920) $(99,228)
======== ========
Cash flows from discontinued operations for the years ended December
31, 2008 and 2007 are summarized by major classification as follows:
2008 2007
---- ----
Cash flows used in operating activities $ 258 $45,983
Cash flows from investing activities - -
Cash flows from financing activities - -
------- -------
Net cash used in discontinued operations $ 258 $45,983
======= =======
The components of property and equipment for discontinued operations at
December 31, 2008 and 2007 consisted of:
2008 2007
---- ----
Delivery equipment $ 6,497 $ 6,497
Less: accumulated depreciation (6,497) (5,198)
------- -------
Net book value $ - $ 1,299
======= =======
Depreciation expense included in "Loss from Discontinued Operations"
amounted to $1,299 for each of the years ended December 31, 2008 and
2007, respectively.
Wholesale sales consist of sales to beauty salons of merchandise for
resale. Sales of merchandise to beauty salons for their own
consumption, not for resale, are considered retail sales. All sales to
the general public are also considered retail sales.
34
CREATIVE BEAUTY SUPPLY OF NEW JERSEY CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
9. DISCONTINUED OPERATIONS (Continued)
Net sales from discontinued operations are summarized as follows for
the years ended December 31, 2008 and 2007:
2008 2007
---- ----
Retail $ - $ 73,797
Wholesale - 50,607
------- --------
$ - $124,404
======= ========