SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-53255
CANISTEL ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 20-5572714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: 202/387-5400
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
Indicate by check mark if the rgistrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Inidcate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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.
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) 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.
[ X ] Yes [ ] No
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", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
large accelerated
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
September 30, 2008
Common Stock, par value $0.0001 1,000,000
Documents incorporated by reference: None
PART I
Item 1. Description of Business
Canistel Acquisition Corporation (the "Company") was incorporated
on September 13, 2006 under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. the Company has been in the developmental
stage since inception and its operations to date have been limited to
issuing shares to its original shareholders and filing a registration
statement pursuant to the Securities Exchange Act of 1934 on Form 10.
The company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.
The combination will likely take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within
the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended.
The Company will not restrict its search to any specific
business, industry, or geographical location and it may participate
in a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets
and limited financial resources. Management believes that there
may be other companies similarly situated and that the Company
may encounter competition in locating and acquiring an business
entity.
The Company has no employees and one person who serves as
both the Company's president and director.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of management at no cost to the Company. Management
has agreed to continue this arrangement until the Company completes
a business combination.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter
of the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
September 13, 2006 Tiber Creek 500,000 $ 250
Corporation (1)
September 13, 2006 IRAA Fin Serv 500,000 250
(1) James M. Cassidy, the president and sole director of the Company,
is the sole shareholder, officer and director of Tiber Creek Corporation,
a Delaware corporation, and Mr. Cassidy may be deemed to be the
beneficial owner of the shares of common stock owned by Tiber Creek
Corporation.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
The purpose of the Company is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act. The Company will
not restrict its search to any specific business, industry, or geographical
location and the Company may participate in a business venture of
virtually any kind or nature. Management anticipates that it will be
able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other
corporate purposes.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination. Tiber Creek Corporation
will pay all expenses of the Company until such time as a business combination
is effected, without repayment. James M. Cassidy, who is the sole officer
and director of the Company, is the sole officer and director and sole
shareholder of Tiber Creek Corporation.
In analyzing prospective business opportunities, the Company may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors. This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.
The Company will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict at this time the
status of any business in which the Company may become engaged, whether such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.
The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination with
any entity in which the Company's officer, director, shareholders
or any affiliate or associate serves as an officer or director or
holds any ownership interest.
Year-End 2007 Compared to Year-End 2008.
The Company has received no income, has had no operations
nor expenses, other than accounting fees as required for the
preparation of the Company's financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2008
and 2007 are attached to this filing.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to Exchange
Act Rules. This evaluation was done as of the end of the fiscal year
under the supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer). There have
been no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the
evaluation. Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information required
to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining adequate
internal control over financial reporting in accordance with the Rule 13a-15
of the Securities Exchange Act of 1934. The Company's sole officer, its
president, conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2008, based on
the criteria establish in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treaedway Commission. Based on
this evaluation, management concluded that the Company's internal control
over financial reporting was effective as of December 31, 2008, based on
those criteria. A control system can provide only reasonably, not absolute,
assurance that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have been
detected.
Weinberg & Company, our independent registered public accounting firm,
has not issued an attestation report on the effectiveness of our internal
control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal control
over financial reporting.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
----------------- -----------
James M. Cassidy 73 President, Secretary, Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.
Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the
period during which he has served as such, and the business
experience during at least the last five years:
James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor
of Science in Languages and Linguistics from Georgetown University
in 1960, a Bachelor of Laws from The Catholic University School of
Law in 1963, and a Master of Laws in Taxation from The Georgetown
University School of Law in 1968. From 1963-1964, Mr. Cassidy was
law clerk to the Honorable Inzer B. Wyatt of the United States
District Court for the Southern District of New York. From 1964-
1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller
of the United States Court of Appeals for the District of Columbia.
From 1969-1975, Mr. Cassidy was an associate of the law firm of
Kieffer & Moroney and a principal in the law firm of Kieffer &
Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been
a principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is a
member of the bars of the District of Columbia and the State of New
York and is admitted to practice before the United States Tax Court
and the United States Supreme Court.
Other Similar Companies
James M. Cassidy, the president of the Company, has been and
is currently involved with companies similar to this one. The
initial business purpose of each of these companies was or is to
engage in a business combination with an unidentified company or
companies.
Conflicts of Interest
A conflict may arise in the event that a similar company with
which Mr. Cassidy is affiliated also actively seeks a target
company. It is anticipated that target companies will be located
for the Company and other similar companies in chronological order
of the date of formation of such companies or, in the case of
companies formed on the same date, alphabetically. However, other
companies may differ from the Company in certain items such as
place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may be
that a target company may be more suitable for or may prefer a
certain company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred similar company regardless of date of formation.
Mr. Cassidy is the principal of Cassidy & Associates, a law
firm located in Washington, D.C. As such, demands may be placed on
the time of Mr. Cassidy which would detract from the amount of time
he is able to devote to the Company. Mr. Cassidy intends to devote
as much time to the activities of the Company as required.
However, should such a conflict arise, there is no assurance that
Mr. Cassidy would not attend to other matters prior to those of the
Company.
Mr. Cassidy is the president, director and sole shareholder of Tiber
Creek Corporation, which is a shareholder of the Company. At the time
of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be purchased by the target company
or retired by the Company. The amount of common stock which may be sold
or continued to be owned by Tiber Creek Corporation cannot be determined
at this time.
The terms of a business combination may provide for a payment by
cash or otherwise to Tiber Creek Corporation for the purchase or
retirement of all or part of the common stock of the Company owned by
it by a target company or for services rendered by Tiber Creek
Corporation incident to or following a business combination.
Mr. Cassidy would directly benefit from such employment or payment.
Such benefits may influence Mr. Cassidy's choice of a target company.
The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management or promoters of the Company or any affiliates or
associates have any interest, direct or indirect.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has one person who is the sole shareholder and serves as the
sole director and officer. The Company has no operations or business and
does not receive any revenues or investment capital. The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same person and only that
person to whom such code applied. Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code. Finally the sole officer and director of the
Company is an attorney at law and subject to the ethical code established
by the bars in which he is also a member. At the time the Company enters
into a business combination or other corporate transaction, the current
officer and director will recommend to any new management that such a
code be adopted. The Company does not maintain an Internet website on
which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of one shareholder
who serves as the sole corporate director and officer. The Company has no
activities, and receives no revenues. At such time that the Company enters
into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose
creating committees of its board of directors, including both a nominating
and an audit committee. Because there is only one shareholder of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past. The officer and director
is not accruing any compensation pursuant to any agreement with the
Company. However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the
Company and as a principal of Pierce Mill Associates, Inc. and Rock
Creek Capital Corporation.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockkholder Matters
The following table sets forth, as of December 31, 2008, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
- ------------------- -------------------- -------------------
James M. Cassidy (1) 500,000 50%
1504 R Street, N.W.
Washington, D.C. 20009
James K. McKillop (2) 500,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 500,000 50%
Directors as a Group (1 Person)
(1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the 500,000 shares of common stock of the Company
owned by Tiber Creek Corporation.
(2) As the sole principal of IRAA Fin Serv, an unincorporated California
business entity, Mr. McKillop is deemed to be the beneficial owner of the
500,000 shares of the Company owned by IRAA Fin Serv.
Item 14. Certain Relationships and Related Transactions and
Director Independence
The Company has one director who is also the president and
beneficial shareholder and is not considered an independent director.
On September 13, 2006, the Company issued a total of 500,000
shares of common stock to the following entity for a total of $250
in cash:
NUMBER OF TOTAL
NAME SHARES CONSIDERATION
- ------------
Tiber Creek Corporation 500,000 $250
The Board of Directors has passed a resolution which contains
a policy that the Company will not seek an acquisition or merger
with any entity in which the Company's officer, director or
shareholder or their affiliates or associates serve as officer or
director or hold any ownership interest. Management is not aware
of any circumstances under which this policy may be changed.
Item 13. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses. The
Company's president has donated his time in preparation and filing of
all state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2008 December 31, 2007
----------------- -----------------
$ 2,000 $ ---
======= ======
Audit-Related Fees
There were no audit related services for the years ended 2008
and 2007.
Tax Fees
The Company incurred $0 for tax related services provided by
Weinberg & Company for the years ended December 2008 and 2007.
All Other Fees
The Company incurred $0 for other fees by the principal accountant
for the years ended December 31, 2008 and 2007.
The Company does not currently have an audit committee serving and
as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10-SB are incorporated herein by reference.
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2008 AND 2007
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PAGE 2 BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007
PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008
AND 2007 AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
THROUGH DECEMBER 31, 2008
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD
FROM SEPTEMBER 13, 2006 (INCEPTION) THROUGH DECEMBER 31, 2008
PAGE 5 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008
AND 2007 AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
THROUGH DECEMBER 31, 2008
PAGES 6 - 9 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
Canistel Acquisition Corporation
We have audited the accompanying balance sheets of Canistel Acquisition
Corporation (a development stage company) (the "Company") as of December
31, 2008 and 2007 the related statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 2008
and 2007 and for the period September 13, 2006 (inception) through
December 31, 2008. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
We were not engaged to examine management's assertion about the effectiveness
of the Company's internal control over financial reporting as of December
31, 2008 included in the accompanying Form 10-K and, accordingly, we do
not express an opinion thereon.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Canistel Acquisition
Corporation as of December 31, 2008 and 2007 and the results of its
operations and its cash flows for the year ended December 31, 2008 and 2007
and for the period from September 13, 2006 (inception) through December 31,
2008 in conformity with accounting principles generally accepted in the
United States of America.
Weinberg & Company, P.A.
Boca Raton, Florida
March 30, 2009
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2008 AND 2007
---------------------------------
ASSETS
------
2008 2007
----- -----
Cash $ 500 $ 500
------ -----
TOTAL ASSETS $ 500 $ 500
====== =====
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES $ 2,000 $ -
------ -----
STOCKHOLDER'S EQUITY
Preferred stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.0001 par value,
100,000,000 shares authorized,
1,000,000 issued and outstanding 100 100
Additional paid-in capital 1,050 1,050
Deficit accumulated during
development stage (2,650) (650)
-------- -------
Total Stockholders' Equity
(dEFICIENCY) (1,500) 500
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 500 $ 500
======= ======
See accompanying notes to financial statements
2
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
-----------------------
For the Period
From
For the Year For the Year September 13, 2006
Ended Ended (Inception) through
December 31, December 31, December 31,
2008 2007 2008
----------- ------------ --------------
Income $ - $ - $ -
Expenses
Organization expense - 115 650
Professional Fees 2,000 - 2,000
---------- --------- ---------
Total expenses 2,000 115 2,000
---------- --------- ---------
NET LOSS $ (2,000) $ (115) $(2,650)
========== ========== ========= ==========
Basic and diluted-- $ - $ -
loss per share ========== ==========
Weighted average
number of shares
outstanding,basic
and diluted 1,000,000 1,000,000
========== ==========
See accompanying notes to financial statements
3
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
THROUGH DECEMBER 31, 2008
--------------------
Deficit
Accumulated
Additional During
Common Stock Issued Paid-In Development
Shares Amount Capital Stage Total
------- ------ ------- ---------- -------
BALANCE, SEPTEMBER 13,
2006 (Date of Inception)
Common stock issuance 1,000,000 $ 100 $ 400 $ - $ 500
Fair value of expenses
contributed 535 535
Net loss (535) (535)
--------- ------ ------ ------- --------
BALANCE AS OF
DECEMBER 31, 2006 1,000,000 $ 100 $ 935 $ (535) $ 500
=================== ========= ===== ======= ======== ========
BALANCE, DECEMBER 31,
2006
Fair value of expenses
contributed 115 -
Net loss (115)
--------- ------ ------ ------- --------
BALANCE AS OF
DECEMBER 31, 2007 1,000,000 $ 100 $ 1,050 $ (650) $ 500
=================== ========= ===== ======== ======== ========
Net loss (2,000) (2,000)
--------- ------ ------ ------- --------
BALANCE AS OF
DECEMBER 31, 2008 1,000,000 $ 100 $ 1,050 $(2,650) $(1,500)
=================== ========= ===== ======== ======== ========
See accompanying notes to financial statements
4
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
For The Period
From
For the Year For the Year September 13, 2006
Ended Ended (Inception)
December 31, December 31, through
2008 2007 December 31 2008
----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,000) $ (115) $ (2,650)
Adjustment to reconcile
net loss to net cash used by
operating activities
Contributed expenses 115 650
Increase in liabilities
Liabilities 2,000 - 2,000
------- ------- --------
Net Cash Used In Operating Activities - - -
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 500
------- ------- --------
Net Cash Provided By Financing
Activities - - 500
------- ------- -------
INCREASE IN CASH AND CASH EQUIVALENTS - - 500
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 500 500 -
------- ------- -------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 500 $ 500 $ 500
========================= ======== ======= =======
See accompanying notes to financial statements
5
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2008
------------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------ ------------------------------------------
(A) Organization and Business Operations
--- ------------------------------------
Canistel Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on September 13, 2006, to
serve as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. As of December 31, 2008, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation. The Company's fiscal year end is
December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.
(B) Use of Estimates
- --- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
(C) Cash and Cash Equivalents
- --- -------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(D) Taxes
- --- -----
Deferred tax assets and liabilities are recognized for the future tax
consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to be applied to taxable income in the years in which
those temporary differences are expected to reverse. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in the statement of income in the period that includes the enactment
date. A valuation allowance is provided for deferred tax assets if it is
more likely than not these items will either expire before the Company
is able to realize their benefits, or that future deductibility is uncertain.
There were no current or deferred income tax expense or benefits due
to the Company not having any material operations for the years ended
December 31, 2008 and 2007.
6
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2008
------------------------
(E) Earnings Per Share
- --- ------------------
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common
shares outstanding during the period. Diluted earnings per share is
computed similar to basic earnings per share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive.
There were no potentially dilutive securities for 2008 and 2007.
(F) Recent Accounting Pronouncements
- --- --------------------------------
In February 2008, the FASB issued FASB Staff Position ("FSP") No.
157-2, "Effective Date of FASB Statement No. 157" which permits a
one-year deferral for the implementation of SFAS 157 with regard
to non-financial assets and liabilities that are not recognized or
disclosed at fair value in the financial statements on a recurring basis
(at least annually). The Company elected to defer adoption of SFAS
157 for such non-financial assets and liabilities. The Company does
not currently anticipate that full adoption in 2009 to have a material
impact on its results of operations, financial position, or cash flows.
In February 2007, the FASB issued SFAS No. 159. The Fair Value
Option of Financial Assets and Financial Liabilities ("SFAS No. 159").
SFAS No. 159 provides an option to report selected financial assets and
financial liabilities using fair value. The standard establishes required
presentation and disclosures to facilitate comparisons with companies
that use different measurements for similar assets and liabilities. SFAS
159 is effective for all entities as of the beginning of a reporting entity's
first fiscal year that begins after November 15, 2007 (with earlier
application permitted under certain circumstances). The Company does
not expect that the adoption of SFAS No. 159 for financial assets and
financial liabilities to have a material impact on its results of
operations, financial position, or cash flows.
In December 2007, the FASB issued SFAS No. 141R, Business
Combinations, and SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements. SFAS No. 141R requires an
acquirer to measure the identifiable assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at their fair
values on the acquisition date, with goodwill being the excess value
over the net identifiable assets acquired. SFAS No. 160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in
the consolidated financial statement. The calculation of earnings per
share will continue to be based on income amounts attributable to the
parent. SFAS No. 141R and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008.
Early adoption is prohibited. The Company does not expect that the
adoption of SFAS 141R or SFAS No. 160 to have a material impact on
its results of operations, financial position, or cash flows.
7
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2008
------------------------
In March 2008, the FASB issued FASB Statement No. 161,
"Disclosures about Derivative Instruments and Hedging Activities".
The new standard is intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. SFAS
161 is effective for fiscal years and interim periods beginning after
November 15, 2008. The Company does not expect the adoption of
SFAS 161 to have a material impact on its results of operations,
financial position, or cash flows.
In May 2008, FASB issued SFAS No.162, "The Hierarchy of Generally
Accepted Accounting Principles." The pronouncement mandates the
GAAP hierarchy reside in the accounting literature as opposed to the
audit literature. This has the practical impact of elevating FASB
Statements of Financial Accounting Concepts in the GAAP hierarchy.
This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will
impact its results of operations, financial position, or cash flows.
Except for the aforementioned accounting standards, management does
not believe that any other recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect
on the Company's financial statements.
NOTE 2 STOCKHOLDERS' EQUITY
- ------ --------------------
(A) Preferred Stock
- --- ---------------
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
(B) Common Stock
- --- ------------
The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value. The Company issued 500,000 shares of its
common stock to Tiber Creek Corporation, a Delaware corporation, and
500,000 shares of its common stock to IRAA Fin Serv, an
unincorporated California business entity, pursuant to Section 4(2) of
the Securities Act of 1933 for an aggregate consideration of $500.
NOTE 3 RELATED PARTIES
- ------ ---------------
Legal counsel to the Company is a firm owned by the President of the
Company who also owns 100% of the outstanding stock of Tiber Creek
Corporation, a 50% shareholder. Tiber Creek Corporation will perform
consulting services for the Company in the future. Additional paid-in
capital as of December 31, 2008 includes $650 the fair value of
organization and professional costs incurred by related parties on behalf
of the Company.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CANISTEL ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: March 30, 2009
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ James M. Cassidy Director March 30, 2009