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, 2009
[ ] 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.)
215 Apolena Avenue, Newport Beach, CA 92662
(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
December 31, 2009
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 (2) 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 stock owned by Tiber Creek Corporation.
(2) James McKillop is the sole principal of IRAA Fin Serv, an
unincorporated California business entity, Mr. McKillop is deemed to be
the beneficial owner of the shares of stock owned by IRAA Fin Serv.
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 2009 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, 2009
and 2008 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, 2009, 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, 2009, 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 74 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.
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 13. Security Ownership of Certain Beneficial Owners and
Management and Related Stockkholder Matters
The following table sets forth, as of December 31, 2009, 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 controlled by the
president of the Company 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 14. 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, 2009 December 31, 2008
----------------- -----------------
$ 3,000 $2,000
======= ======
Audit-Related Fees
There were no audit related services for the year ended 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, 2009 and 2008.
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, 2009 AND 2008
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, 2009 AND 2008
PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009
AND 2008 AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
TO DECEMBER 31, 2009
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM
SEPTEMBER 13, 2006 (INCEPTION) TO DECEMBER 31, 2009
PAGE 5 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009
AND 2008 AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION)
TO DECEMBER 31, 2009
PAGES 6 - 10 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009
AND 2008
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders 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, 2009 and 2008, and the related statements of operations, stockholders'
deficit, and cash flows for the years then ended and for the period from
September 13, 2006 (inception) to December 31, 2009. 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.
The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits
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, 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 Canistel Acquisition
Corporation as of December 31, 2009 and 2008, and the results of its
operations and its cash flows for the years then ended and from September
13, 2006 (inception) to December 31, 2009 in conformity with accounting
principles generally accepted in the United States of America.
Weinberg & Company, P.A.
Boca Raton, Florida
April 14, 2010
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
---------------------------------
ASSETS
- ------
December 31, December 31,
2009 2008
----- -----
Cash $ 500 $ 500
------ ------
TOTAL ASSETS $ 500 $ 500
============ ====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
LIABILITIES
Accrued Liabilities $ 3,000 $2,000
-------- ------
Total Liabilities 3,000 3,000
-------- ------
STOCKHOLDERS' DEFICIT
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 2,717 1,050
Deficit accumulated during
development stage (5,317) (2,650)
-------- -------
Total Stockholders' Deficit (2,500) (1,500)
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 500 $ 500
- ----------------------- ======= =======
See accompanying notes to financial statements
2
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2009 and 2008 and for the Period
from September 13, 2006 (Inception) to December 31, 2009
-----------------------
For the Year For the Year For the Period from
Ended Ended September 13, 2006
December 31, December 31, (Inception) to
2009 2008 December 31, 2009
----------- ------------ --------------
Income $ - $ - $ -
Expenses
Organization expense - - 650
Professional Fees 2,667 2,000 4,667
---------- --------- ---------
Total expenses 2,667 2,000 5,317
---------- --------- ---------
NET LOSS $ (2,667) $ (2,000) $(5,317)
========== ========== ========= ==========
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 STOCKHOLDERS' EQUITY
For the Period from September 13, 2006 (Inception)
to December 31, 2009
--------------------
Deficit Total
Additional Accumulated Stockholders'
Common Stock Paid-In During Equity
Shares Amount Capital Development (Deficit)
------- ------ ------- ---------- -------
BALANCE, SEPTEMBER 13,
2006 (Date of Inception)
Common stock issuance 1,000,000 $ 100 $ 400 $ - $ 500
Fair value of organizational
expenses contributed 535 535
Net loss (535) (535)
--------- ------ ------ ------- --------
BALANCE AS OF
DECEMBER 31, 2006 1,000,000 $ 100 $ 935 $ (535) $ 500
========= ===== ======= ======== ========
Fair value of organizational
expenses contributed 115
Net loss (115) (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)
========= ===== ======== ======== ========
Fair value of professional
fees contributed 1,667 1,667
Net loss (2,667) (2,667)
--------- ------ ------ ------- --------
BALANCE AS OF
DECEMBER 31, 2009 1,000,000 $ 100 $ 2,717 $(5,317) $(2,500)
========= ===== ======== ======== ========
See accompanying notes to financial statements
4
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2009 and 2008 and for the Period
from September 13, 2006 (Inception) to December 31, 2009
------------------------
For the Year For the Year For The Period from
Ended Ended September 13, 2006
December 31, December 31, (Inception) to
2009 2008 December 31 2009
----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,667) $ (2,000) $ (5,317)
Adjustment to reconcile
net loss to net cash used by
operating activities
Contributed organizationl expenses - - 650
Contriubed professional fees 1,667 - 1,667
Increase in liabilities 1,000 2,000 3,000
------- ------- --------
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
------- ------- -------
NET 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
December 31, 2009 and 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, 2009, 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 accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(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
Financial Accounting Standards Board ("FASB") Accounting Standards
Codifcation ("ASC") 740-10-50-2 requires deferred tax assets and
liabilities be recognized for 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.
Losses incurred by Company in prior years provide for a net operating
loss carry-forward. However, due to the unpredictability of the
Company's future net income, the asset's balance has been fully
reserved for.
6
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
-----------------------
(E) Continuing Financial Support
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the Untied States of
America. The Company has no operations and continues to incur on-going
professional fees to maintain its current filings with the SEC. The
Company has an accumulated deficit of $5,317 and a working capital
deficit of $2,500 as of December 31, 2009. The Company also has a
net loss from operations of $2,667 for the year then ended.
The future success of the Company is dependent on its ability to find
and successfully merge with a target business and on the President
and/or Tiber Creek Corporation to financially support the Company
until that time. There can be no assurance that the Company will be
successful in completing a merger. The President, who is a 50%
shareholder in the Company (by virtue of his 100% ownership of Tiber
Creek Corporation, a 50% shareholder, see Note 4) has agreed to
financially support the on-going expenses of the Company.
(F) 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 2009 and
2008.
(G) Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a
three-tier fair value hierarchy, which prioritizes the inputs in measuring
fair value. The hierarchy prioritizes the inputs into three levels based on
the extent to which inputs used in measuring fair value are observable in
the market.
These tiers include:
Level 1 - defined as observable inputs such as quoted prices
in active markets;
Level 2 defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable;
and
Level 3 defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its
own assumptions.
7
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
The carrying amounts of financial assets and liabilities, such as cash and
cash equivalents and accrued liabilities approximate their fair values
because of the short maturity of these instruments.
(H) Recent Accounting Pronouncements
In June 2009, the FASB issued authoritative guidance on an amendment of
accounting for transfers of financial assets, and seeks to improve the
relevance and comparability of the information that a reporting entity
provides in its financial statements about transfers of financial assets;
the effects of the transfer on its financial position, financial performance,
and cash flows; and a transferor's continuing involvement, if any, in
transferred financial assets. The authoritative guidance eliminates the
concept of a qualifying special-purpose entity, creates more stringent
conditions for reporting a transfer of a portion of a financial asset as
a sale, clarifies other sale-accounting criteria, and changes the initial
measurement of a transferor's interest in transferred financial assets.
The authoritative guidance is effective for interim and annual reporting
periods beginning after November 15, 2009. The Company believes adopting
the new guidance will not significantly impact its financial statements.
In June 2009, the FASB issued authoritative guidance on consolidation of
variable interest entities, which requires an enterprise to determine whether
its variable interest or interests give it a controlling financial interest
in a variable interest entity. The primary beneficiary of a variable interest
entity is the enterprise that has both (1) the power to direct the activities
of a variable interest entity that most significantly impact the entity's
economic performance, and (2) the obligation to absorb losses of the entity
that could potentially be significant to the variable interest entity or the
right to receive benefits from the entity that could potentially be
significant to the variable interest entity. The authoritative guidance
requires ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity and is effective for interim
and annual reporting periods beginning after November 15, 2009. The
Company believes adopting the new guidance will not significantly
impact its financial statements.
In October 2009, the FASB, issued updates to revenue recognition for
arrangements with multiple deliverables and accounting for revenue
arrangements that include software elements. Under the new guidance
on arrangements that include software elements, tangible products that
have software components that are essential to the functionality of the
tangible product will no longer be within the scope of the software revenue
recognition guidance, and software-enabled products will now be subject to
other relevant revenue recognition guidance. The authoritative guidance
is effective for interim or annual periods beginning after June 15, 2010,
with early adoption permitted. The Company believes adopting the new
guidance will not significantly impact its financial statements.
8
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
FASB has codified a single source of U.S. Generally Accepted Accounting
Principles (GAAP), the Accounting Standards Codification. Unless needed to
clarify a point to readers, the Company will refrain from citing specific
section references when discussing application of accounting principles or
addressing new or pending accounting rule changes. There are no recently
issued accounting standards that are expected to have a material effect
on our financial condition, results of operations or cash flows
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the Securities and Exchange Commission did not or are not
believed by management to have a material impact on the Company's present
or future financial statements.
NOTE 2 INCOME TAXES
There is no provision for income taxes because the Company has incurred
net operating losses. There are no deferred tax assets from temporary
differences, other than net operating losses, because the Company is still
in development stage and only has incurred professional fees in connection
with its filings with the SEC. Realization of deferred tax assets is
dependent upon future earnings, if any, of which the timing and amount are
uncertain. Therefore, the deferred tax assets have been fully offset by a
valuation allowance. For 2009, the valuation allowance increased by $907.
Significant components of the Company's deferred tax assets are as follows:
2009 2008
Net operating loss carryforwards $ 1,808 $ 901
Valuation allowance 1,808 $ 901
-----------------------------
Net deferred tax asset $ - $ -
At December 31, 2009 the Company's federal net operating loss carry-
forward was $5,317 which will begin to expire in 2026. The availability
of the federal net operating loss carry-forward may be subject to limitations
based on ownership changes as defined in the United States Internal Revenue
Code, which could prevent the Company from realizing some or all of its net
operating loss carry-forward.
NOTE 3 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.
9
CANISTEL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(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 4 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 is expected to
perform consulting services for the Company in the future. Additional
paid-in capital as of December 31, 2009 includes $2,317 the fair value of
organization and professional costs incurred by related parties on behalf
of the Company.
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.
HIGHTOWER ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: April 14, 2010
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 April 14, 2010