SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended April 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________________ to __________________
Commission File Number 333-143630
TECHS LOANSTAR, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 20-4682058
_______________________________ ___________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
112 North Curry Street
Carson City, Nevada 89703
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant' telephone number including area code (775) 284-3770
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined by Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a Smaller reporting company [X]
smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). Yes [X] 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 ask price of such common equity: As of
April 30, 2008, the aggregate value of voting and non-voting common equity held
by non-affiliates was $16,500.
TABLE OF CONTENTS
Page
Number
PART I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 1B Unresolved Staff Comments 4
Item 2 Properties 4
Item 3 Legal Proceedings 4
Item 4 Submission of Matters to a Vote of Security Holders 5
PART II
Item 5 Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities 5
Item 6 Selected Financial Data 5
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operation 5
Item 7A Quantitative and Qualitative Disclosure about Market Risk 6
Item 8 Financial Statements and Supplementary Data 6
Item 9 Changes an Disagreements With Accountants on Accounting
and Financial Disclosure 17
Item 9A Controls and Procedures 17
Item 9A(T) Controls and Procedures 17
Item 9B Other Information 18
PART III
Item 10 Directors, Executive Officers and Corporate Governance 18
Item 11 Executive Compensation 19
Item 12 Security Ownership of Certain Beneficial Owners and
Management 20
Item 13 Certain Relationships and Related Transactions and
Director Independence 20
Item 14 Principal Accounting Fees and Services 20
PART IV
Item 15 Exhibits and Financial Statement Schedules 21
-2-
PART 1
ITEM 1: BUSINESS
Overview
Techs Loanstar, Inc. ("Techs Loanstar," "the Company," "us", "our" or "we,") was
incorporated in the State of Nevada as a for-profit company on April 7, 2006. We
are a development-stage company formed to enter into the loan management
services industry with proprietary loan management software applications that we
intend to procure. The Company proposes to provide low cost, user friendly data
base applications for the growing payday and equity loan industry.
The Company has not been involved in any bankruptcy, receivership or similar
proceedings since its incorporation nor has it been involved in any
reclassification, merger or consolidation. We have no plans to change our
business activities.
General
Techs Loanstar plans to offer low cost custom data base applications to the
growing pay day and short term equity loan industries. Our services to loan
companies will include evaluating their enterprise software needs, designing and
maintaining custom loan management data base applications and integrating loan
management systems with the clients existing enterprise software systems, such
as e-commerce transaction systems. The recent growth of the pay day and short
term equity loan industries has stimulated demand for low cost loan
administration systems that smaller firms can easily configure and integrate
with their existing software systems. Techs Loanstar intends to enter this
market with custom software and data base systems built upon open source code
provided by independent third party programmers.
We will also provide clients with a comprehensive suite of services including
the assessment of their software and business systems requirements, the design
of solutions that meet these requirements and the integration of their business
and software systems into their existing enterprise level software programs.
Techs Loanstar's primary activity will be the identification and implementation
of web-based enterprise level software and software support services for the
short-term loan industry.
At present, our sole officer and director has invested $7,000 in the Company. A
total of 31 other investors have invested a further $15,500 in the Company
through the purchase of common shares. At the present time, we have not made any
arrangements to raise additional cash. We will need additional cash and if we
are unable to raise it, we will either suspend marketing operations until we do
raise the cash necessary to continue our business plan, or we cease operations
entirely.
If we are unable to complete any phase of our software procurement or marketing
efforts because we don't have enough money, we will cease our development and or
marketing operations until we raise money. Attempting to raise capital after
failing in any phase of our software procurement plan would be difficult. As
such, if we cannot secure additional proceeds we will have to cease operations
and investors would lose their entire investment.
Plan of Operation
Over the next 12 months we must raise capital and start the staged procurement
of our loan management software systems that will be licensed in stages and
expanded and enhanced over time and as our financial condition allows and our
business develops.
-3-
Our first step will be to acquire open source data base applications that we can
customize to suite a wide variety of financing businesses, such as pay-day and
equity loan, leasing and finance companies. The cost of customizing theses
application is estimated to cost $7,000.
The next stage is procuring the e-commerce transaction software required in
advance of client functionality that will enable the purchase of our products
and services over the Internet at an estimated cost of $4,000.
The final stage will be to procure client functionality modules to augment the
loan management data base systems with a call center, website integration, data
conversion, internet lead integration and accounting file auto export services,
estimated to cost $8,000. During this stage we will continue work on the client,
transaction and administration modules and other data base functionality.
During this period we will also initiate our marketing activities to attract
prospective clients from a large number of North American pay-day and equity
loan businesses. Our marketing plan includes identifying and initiating contact
with pay-day and equity loan providers, participating in finance industry trade
shows, placing advertisements in trade magazines and on-line journals and
contacting finance industry associations. The marketing plan is estimated to
cost $15,000.
If we can complete these stages and we receive a positive reaction from our
potential customers in the form of purchase orders, we will attempt to raise
money through a private placement, public offering or long-term loans to
purchase additional functionality for our loan management software.
Techs Loanstar expects to enjoy a significant competitive advantage over
traditional software houses and existing loan management systems. We believe
that our competitive strengths include the ease of use of our planned loan
management software and the quality of our systems integration services.
We do not plan to hire additional employees at this time. Our sole officer and
director will be responsible for the initial product sourcing. Once we are ready
to begin Internet marketing, we will hire an independent consultant to build our
web site. We intend to hire sales representatives initially on a commission only
basis to keep administrative overhead to a minimum.
We do not expect to be purchasing or selling plant or significant equipment
during the next twelve months.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 2. PROPERTIES
We do not own any real estate or other properties. The Company's office is
located at 112 North Curry Street, Carson City NV 89703-4934. Our telephone
number is (775) 284-3770 and our fax number is (604) 775-621-9200.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
-4-
No director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Board of Directors of Techs Loanstar, Inc., approved an amendment to Techs
Loanstar's Articles of Incorporation increasing the number of authorized shares
of common stock from 75,000,000 to 300,000,000 and concurrently effecting a
four-for-one (4:1) forward split of Techs Loanstar's issued and outstanding
shares of common stock. Approval of Techs Loanstar's stockholders was not
required to be obtained, as authorized by NRS Section 78.207, et seq. The
forward split was effective as of the opening of business on April 24, 2008. As
a result of the forward stock split, each share of Techs Loanstar's common stock
issued and outstanding on such date was split into 4 shares of the Registrant's
common stock.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SECURITIES
Techs Loanstar's ticker symbol for its shares of common stock quoted on the
Over-the-Counter Bulletin Board is "TCLN".
As of April 30, 2008 the Company had thirty-two (32) active shareholders of
record. The company has not paid cash dividends and has no outstanding options.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this report.
This interim report contains forward looking statements relating to our
Company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based on the beliefs of, as well as assumptions made by and information
currently known to, our management. The words "expects", "intends", "believes",
"anticipates", "may", "could", "should" and similar expressions and variations
thereof are intended to identify forward-looking statements. The cautionary
statements set forth in this section are intended to emphasize that actual
results may differ materially from those contained in any forward looking
statement.
Our auditor's report on our April 30, 2008 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Since our sole officer and director may be unwilling or unable
to loan or advance us additional capital, we believe that if we do not raise
additional capital over the next 12 months, we may be required to suspend or
cease the implementation of our business plans. See "April 30, 2008 Audited
Financial Statements - Auditors Report."
As of April 30, 2008, Techs Loanstar had $198 cash on hand and in the bank.
Management believes this amount will not satisfy our cash requirements for the
next twelve months or until such time that additional proceeds are raised. We
plan to satisfy our future cash requirements - primarily the working capital
required for the development of our e-commerce systems and marketing campaign
and to offset legal and accounting fees - by additional equity financing. This
will likely be in the form of private placements of common stock.
-5-
Management believes that if subsequent private placements are successful, we
will be able to generate sales revenue within the following twelve months
thereof. However, additional equity financing may not be available to us on
acceptable terms or at all, and thus we could fail to satisfy our future cash
requirements.
If Techs Loanstar is unsuccessful in raising the additional proceeds through a
private placement offering it will then have to seek additional funds through
debt financing, which would be highly difficult for a new development stage
company to secure. Therefore, the company is highly dependent upon the success
of the anticipated private placement offering and failure thereof would result
in Techs Loanstar having to seek capital from other sources such as debt
financing, which may not even be available to the company. However, if such
financing were available, because Techs Loanstar is a development stage company
with no operations to date, it would likely have to pay additional costs
associated with high risk loans and be subject to an above market interest rate.
At such time these funds are required, management would evaluate the terms of
such debt financing and determine whether the business could sustain operations
and growth and manage the debt load. If Techs Loanstar cannot raise additional
proceeds via a private placement of its common stock or secure debt financing it
would be required to cease business operations. As a result, investors in Techs
Loanstar's common stock would lose all of their investment.
The staged procurement of our loan management data base systems will continue
over the next 12 months. Other than purchasing its management software, Techs
Loanstar does not anticipate obtaining any further products or services. Techs
We did not earn any revenue during the fiscal years ending April 30, 2008 or
April 30, 2007. During the fiscal year ended April 30, 2008 we incurred
operating expenses of $21,851 comprising of professional fees in the amount of
$13,699 and office and general expenses of $8,152. Since inception the Company
has incurred operating expenses of $32,997
Techs Loanstar has no current plans, preliminary or otherwise, to merge with any
other entity.
Off Balance Sheet Arrangements.
As of the date of this Annual Report, the current funds available to the Company
will not be sufficient to continue operations. The cost to establish the Company
and begin operations is estimated to be approximately $24,000 over the next
twelve months and the cost of maintaining our reporting status is estimated to
be $14,000 over this same period. The officer and director, Mr. Pizzacalla has
undertaken to provide the Company with operating capital to sustain our business
over the next twelve month period as the expenses are incurred in the form of a
non-secured loan. However, there is no contract in place or written agreement
securing this agreement. Management believes that if the Company cannot raise
sufficient revenues or maintain its reporting status with the SEC it will have
to cease all efforts directed towards the Company. As such, any investment
previously made would be lost in its entirety.
Other than the above described situation the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-6-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
APRIL 30, 2008
(AUDITED)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
-7-
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
We have audited the accompanying balance sheets of Techs Loanstar, Inc. (A
Development Stage Company) as of April 30, 2008 and 2007, and the related
statements of operations, stockholders' equity and cash flows for the years then
ended and from inception on April 7, 2006 through April 30, 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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Techs Loanstar, Inc. (A
Development Stage Company) as of April 30, 2008 and 2007, and the related
statements of operations, stockholders' equity and cash flows for the years then
ended, and from inception on April 7, 2006 through April 30, 2008, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred a net loss of $32,997, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ MOORE & ASSOCIATES, CHARTERED
Moore & Associates Chartered
Las Vegas, Nevada
June 16, 2008
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NV 89146
(702) 253-7499 FAX (702) 253-7501
__________________________________________________
-8-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(AUDITED)
April 30, 2008 April 30, 2007
______________________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 198 $ 11,954
Prepaid Expenses - 2,500
______________________________________________________________________________________________________________________
Total Assets 198 14,454
======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued expenses 9,528 3,100
Shareholders Loan 1,167
______________________________________________________________________________________________________________________
Total Liabilities 10,695 3,100
======================================================================================================================
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
300,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
40,400,000 shares of common stock (April 30 2008 and 2007, 40,400,000)
40,400 40,400
Additional paid-in capital (17,900) (17,900)
Deficit accumulated during the development stage (32,997) (11,146)
______________________________________________________________________________________________________________________
Total Stockholders' Equity (10,497) 11,354
______________________________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity $ 198 $ 14,454
======================================================================================================================
The accompanying notes are an integral part of these financial statements.
-9-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(AUDITED)
Cumulative from
Twelve months Twelve months inception (April
ended ended 7, 2006) to
April 30, 2008 April 30, 2007 April 30, 2008
========================================================================================================
REVENUE $ - - -
OPERATING EXPENSES
Office and general $ 8,152 $ 1,517 $ 4,564
Professional fees 13,699 8,350 28,433
________________________________________________________________________________________________________
LOSS FROM OPERATIONS $ (21,851) $ (9,867) $(32,997)
PROVISION FOR INCOME TAX $ - $ - $ -
NET LOSS $ (21,851) $ (9,867) $(32,997)
========================================================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE $ 0.00 $ 0.00
========================================================================================================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
- - BASIC AND DILUTED 40,400,000 34,149,041
========================================================================================================
The accompanying notes are an integral part of these financial statements.
-10-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 7, 2006) TO APRIL 30, 2008
(AUDITED)
Deficit
Accumulated
Common Stock Additional Share During the
___________________________ Paid-in Subscription Development
Number of shares Amount Capital Receivable Stage Total
____________________________________________________________________________________________________________________________________
Balance, April 7,2006 - $ - $ - $ - $ - $ -
Common stock issued at $0.001 per share on 28,000,000 28,000 (21,000) (7,000) - -
April 21, 2006
Net loss April 30, 2006 - - - - (1,279)
Balance, April 30, 2006 - (1,279) (1,279)
Proceeds received from share subscriptions - - - 7,000 - 7,000
receivable
Common stock issued at $0.005 per share.
(May 1, 2006 to April 30, 2008) 12,400,000 12,400 (3,100) - - 15,500
Net Loss April 30,2007 (9,867) (9,867)
____________________________________________________________________________________________________________________________________
Balance, April 30, 2007 40,400,000 $40,400 $(17,900) (11,146) 11,354
____________________________________________________________________________________________________________________________________
Net loss April 30, 2008 - - - - (21,851) (21,851)
____________________________________________________________________________________________________________________________________
Balance, April 30, 2008 40,400,000 $40,400 $(17,900) $ - $ (32,997) $(10,497)
====================================================================================================================================
All share amounts have been restated to reflect the 4-1 forward split at April 24, 2008
The accompanying notes are an integral part of these financial statements.
-11-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(AUDITED)
Cumulative results of
operations from
Twelve months Twelve months inception (April 7,
ended ended 2006) to April 30,
April 30, 2008 April 30, 2007 2008
==========================================================================================================================
OPERATING ACTIVITIES
Net loss $ (21,851) $ ( 9,867) $ (32,997)
Changes in operating assets and liabilities
Prepaid Expenses 2,500 (2,500) -
Accrued Liabilities 6,429 3,100 9,528
__________________________________________________________________________________________________________________________
(12,922) (9,267) (23,469)
__________________________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES
FINANCING ACTIVITIES
Proceeds from sale of common stock - 15,500 22,500
Share Subscription receivable - 7,000 -
Shareholders Loan 1,167 (1,279) 1,167
__________________________________________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES - 21,221 23,667
__________________________________________________________________________________________________________________________
NET INCREASE (DECREASE) IN CASH (11,755) 11,954 198
CASH, BEGINNING 11,954 - -
__________________________________________________________________________________________________________________________
CASH, ENDING $ 198 $ 11,954 $ 198
==========================================================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
==========================================================================================================================
NON-CASH ACTIVITIES
Stock issued for services $ - $ - $ -
Stock issued for accounts payable $ - $ - $ -
Stock issued for notes payable $ - $ - $ -
Stock issued for convertible debentures and interest $ - $ - $ -
Convertible debentures issued for services $ - $ - $ -
Warrants issued $ - $ - $ -
Stock issued for penalty on default of convertible debenture $ - $ - $ -
Note payable issued for finance charges $ - $ - $ -
Forgiveness of not payable and accrued interest $ - $ - $ -
Stock issued for investment. $ - $ - $ -
==========================================================================================================================
The accompanying notes are an integral part of these financial statements.
-12-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2008
================================================================================
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________
Techs Loanstar, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $32,997 The Company was incorporated on
April 7, 2006 in the State of Nevada. The fiscal year end of the Company is
April 30. The Company was organized to provide the loan management service and
software for the equity and payday loan industry.
The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company has funded its
initial operations by way of issuing Founders' shares and entering into a
private placement offering for 4,000,000 shares at $0.005 per share. As of April
30, 2008, the Company had issued 28,000,000 Founders shares at $0.001 per share
for net proceeds of $7,000 which has been received by the Company and 12,400,000
shares at $0.005 per share for net proceeds of $15,500, of which $15,500 has
been received by the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States.
SEGMENTED REPORTING
SFAS Number 131, "Disclosure about Segments of an Enterprise and Related
Information", changed the way public companies report information about segments
of their business in their quarterly reports issued to shareholders. It also
requires entity-wide disclosures about the products and services the entity
provides, the material countries in which it holds assets and reports revenues
and its major customers.
For the period ended April 30, 2008 all operations took place in Ontario,
Canada.
COMPREHENSIVE LOSS
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
reporting and display of comprehensive loss and its components in the financial
statements. As at April 30, 2007 and April 30, 2008 the Company has no items
that represent a comprehensive loss and, therefore, has not included a schedule
of comprehensive loss in the financial statements.
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain 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 period. Accordingly,
actual results could differ from those estimates.
FINANCIAL INSTRUMENTS
All significant financial assets, financial liabilities and equity instruments
of the Company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practical the fair
values of financial assets and financial liabilities have been determined and
disclosed; otherwise only available information pertinent to fair value has been
disclosed.
-13-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2008
================================================================================
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
LOSS PER COMMON SHARE
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Dilutive earnings (loss) per share
reflect the potential dilution of securities that could share in the earnings of
the Company. Because the Company does not have any potential dilutive
securities, the accompanying presentation is only on the basic loss per share.
INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances and tax loss carry-forwards. Deferred tax assets and liabilities are
measured using enacted or substantially enacted tax rates expected to apply to
the taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the date
of enactment or substantive enactment.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation issued to employees based on
SFAS No. 123R "Share Based Payment". SFAS No. 123R is a revision of SFAS No. 123
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees" and its related implementation
guidance. SFAS 123R establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS 123R does
not change the accounting guidance for share-based payment transactions with
parties other than employees provided in SFAS 123 as originally issued and
Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services".
SFAS 123R does not address the accounting for employee share ownership plans,
which are subject to AICPA Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plans".
SFAS 123R requires an entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized over
the period during which an employee is required to provide service in exchange
for the award - the requisite service period (usually the vesting period). SFAS
123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. The scope
of SFAS 123R includes a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans.
As at April 30, 2008 the Company had not adopted a stock option plan nor had it
granted any stock options. Accordingly no stock-based compensation has been
recorded to date.
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TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2008
================================================================================
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS 155 establishes framework for measuring fair value and
expands disclosures about fair value measurements. The changes to current
practice resulting from the application of this statement relate to the
definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements. The statement is effective
for fiscal years beginning after November 15, 2007 and periods with those fiscal
years.
The Financial Accounting Standards Board has issued SFAS No. 155 "ACCOUNTING FOR
CERTAIN HYBRID FINANCIAL INSTRUMENTS AN AMENDMENT OF FASB STATEMENTS NO. 133 AND
140" and No. 156 "ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS - AN AMENDMENT OF
FASB STATEMENT NO. 140", but they will not have a material effect in the
COMPANY'S RESULTS OF OPERATIONS OR FINANCIAL POSITION.
The adoption of these new pronouncements is not expected to have a material
effect on the Company's financial position or results of operations
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
________________________________________________________________________________
In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.
NOTE 4 - CAPITAL STOCK
________________________________________________________________________________
On April 24, 2008 the Company changed its capitalization from 75,000,000 to
300,000,000 common shares with a par value of $0.001 per share. No preferred
shares have been authorized or issued.
On April 14, 2008 and effective April 24, 2008, the directors of the Company
approved a special resolution to undertake a forward split of the common stock
of the Company on a 4 new shares for 1 old share basis whereby 40,400,000 common
shares were issued pro-rata to shareholders of the Company as of the record date
on April 24, 2008
As of April 30, 2008, the sole Director had purchased 28,000,000 shares of the
common stock in the Company with proceeds received by the Company totalling
$7,000.
PRIVATE PLACEMENT
On April 21, 2006, the Company authorized a private placement offering of up to
16,000,000 shares of common stock at a price of $0.005 per share. The total
amount to be raised in this financing is $20,000. As of April 30, 2008, the
Company had issued 12,400,000 shares and received $15,500 from the sale of its
private placement stock.
-15-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2008
================================================================================
NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of April 30, 2008, there are not any related party transactions outstanding.
NOTE 6 - INCOME TAXES
________________________________________________________________________________
As of April 30, 2008, the Company had net operating loss carry forwards of
approximately $32,997 that may be available to reduce future years' taxable
income and will expire commencing in 2026. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not likely to
occur and, accordingly, the Company has recorded a full valuation allowance for
the deferred tax asset relating to these tax loss carryforwards.
NOTE 7 - EVENTS OF NOTE
________________________________________________________________________________
The Company filed a Form SB-2 registration statement with the Securities and
Exchange Commission which became effective October 17, 2007.
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ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Our auditors are the firm of Moore and Associates, operating from their offices
in Las Vegas, NV. There have not been any changes in or disagreements with our
accountants on accounting, financial disclosure or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
Within 90 days prior to the end of the period covered by this report the
registrant carried out an evaluation of the effectiveness of the design and
operation of disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
evaluation was done under the supervision and with the participation of
registrants President and Principal Financial Officer. Based on that Evaluation
he concluded that the registrant's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to satisfy
the registrant's disclosure obligations under the Exchange Act.
There were no significant changes in the registrant's disclosure control and
procedure, in factors that could significantly affect those controls and
procedures since their most recent evaluation.
ITEM 9A(T). CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial report for the company. Internal control over financial
reporting is to provide reasonable assurance regarding the reliability of our
financial reporting for external purposes in accordance with accounting
principles generally accepted in the United States of America. Internal control
over financial reporting includes maintain records that in reasonable detail
accurately and fairly reflect our transactions; providing reasonable assurance
that transactions are recorded as necessary for preparation of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized acquisition , use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected.
Management conducted an evaluation of our internal control over financial
reporting as such term is defined in Exchange Act Rule 13a-15(f). Management
conducted the evaluation of the effectiveness of our internal control over
financial reporting as of April 30, 2008 based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management
concluded that the Company's internal control over financial reporting was
effective as of April 30, 2008.
There were no changes in our internal control over financial reporting during
the period ended Aprils 30, 2008 that have materially affected, or are
reasonably likely to materially affect, or are reasonably likely to affect, our
internal control over financial reporting.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Compay to
provide management report in the Annual Report.
-17-
PART 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, address, age, and position of our present officer and director is set
forth below:
Name and Address Age Position(s)
Gary Pizzacalla 48 President, Secretary/ Treasurer,
3838 Spicewood Way Chief Financial Officer
Mississauga, Ontario and Chairman of the Board of Directors.
Canada L5N 7W3
The person named above has held his offices/positions since inception of our
company and is expected to hold his offices/positions at least until the next
annual meeting of our stockholders. Directors receive no compensation for
serving on the Board of Directors other than the reimbursement of reasonable
expenses incurred.
Background of Officers and Directors
Mr. Pizzacalla is a 23-year veteran of the Information Technology Industry,
possessing expertise in the areas of programming, hardware/software installation
and maintenance and has an extensive background in sales and marketing. His
strong business acumen was gained through seven years as an entrepreneur in a
successful Consulting and Manufacturer's Representative business venture. He is
formally trained and well versed in solution selling techniques and best
practices. With a total of 17 years of consulting experience in the
implementation of hardware, software and service solutions, Gary's expertise is
further enhanced by working with a diverse mix of end user and reseller
organizations, including school boards, universities, cities, government, small
business and large corporate accounts.
Mr. Pizzacalla's sales experience includes the successful promotion and
implementation of mid-range accounting and manufacturing software solutions into
small and medium-sized businesses. He also has an extensive background and solid
understanding of the Printer / Copier / Supplies & Service Industry, having held
Management Level positions throughout his career. Gary has successfully managed
a wide range of Reseller and Distribution accounts on both a Regional and
National level. His success is built on his ability to secure and nurture solid
relationships with `C' Level Management. He worked closely with Sales, Marketing
and Product Management teams in creating the tools and promotions necessary to
motivate their sales force, thus providing the impetus for them to focus on his
products and increase sales.
From 2005 until 2006, Mr. Pizzacalla was IT Product Specialist / Category
Manager at Corporate Express Canada Inc., Mississauga, Ontario, Canada. As part
of the Sales Management Team he was responsible for growing the IT Product
Category in terms of revenue and gross margin dollars. He accomplished this
primarily through supporting approximately 75 Sales Reps in the Ontario
Division. With his general knowledge of IT Products and expertise in the Printer
and Supplies Industry, he was the resident expert and driving force for the
category. The success of the IT Product Category during his tenure is measured
by YTD results of attaining 107% of revenue and 108% of the gross margin dollars
budget, representing 15% growth YOY.
-18-
From 2003 until 2005, Mr. Pizzacalla was Account Manager at The Computer Media
Group of Brampton, Ontario, Canada. He was responsible for exceeding specific
revenue and gross profit quotas in large corporations and government accounts.
He effectively utilized standard sales practices and techniques to arrange
meetings with qualified prospects, introduce TCMG, and probe to uncover their
needs. He handled the entire preparation, completion and submission of tenders
and RFQ's for both public and private sector organizations, and maintained an
account base consisting of corporations, cities, utilities, government and
educational institutions.
From 2000 until 2003, Mr. Pizzacalla was Territory Sales Manager for OKI Data
Americas, Inc., Mississauga, Ontario, Canada. Mandated to increase sales in the
Greater Toronto Area and Eastern Ontario with an emphasis on the promotion of
OKI's color printer line, Mr. Pizzacalla accomplished this through a)
strategically recruiting new direct and indirect resellers; b) focused product
and sales training to distribution and reseller sales teams and; c) through
presentations and solution selling in joint sales calls to top opportunities in
major corporate accounts. He also monitored and utilized his account's CO-OP
funds, as well as managed a Marketing Development Fund budget, creating
customized incentive programs to help garner mind share and drive sales higher.
Reporting included revenue and product forecasting, with account and opportunity
updating.
Mr Pizzacalla has been President of Techs Loanstar since its inception in April,
2006 to present.
Mr. Pizzacalla is not a director of any other reporting company.
Significant Employees
The Company does not, at present, have any employees other than the current
officer and director. We have not entered into any employment agreements, as we
currently do not have any employees other than the current officer and director.
Family Relations
There are no family relationships among the Directors and Officers of Techs
Loanstar, Inc.
Involvement in Legal Proceedings
No executive Officer or Director of the Company has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding that is currently pending.
No executive Officer or Director of the Company is the subject of any pending
legal proceedings.
No Executive Officer or Director of the Company is involved in any bankruptcy
petition by or against any business in which they are a general partner or
executive officer at this time or within two years of any involvement as a
general partner, executive officer, or Director of any business.
ITEM 11. EXECUTIVE COMPENSATION.
Our current executive officer and director has not and does not receive any
compensation and has not received any restricted shares awards, options or any
other payouts. As such, we have not included a Summary Compensation Table.
-19-
There are no current employment agreements between the Company and its executive
officer or director. Our executive officer and director has agreed to work
without remuneration until such time as we receive revenues that are
sufficiently necessary to provide proper salaries to the officer and compensate
the director for participation. Our executive officer and director has the
responsibility of determining the timing of remuneration programs for key
personnel based upon such factors as positive cash flow, shares sales, product
sales, estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balances. At this time, management cannot accurately
estimate when sufficient revenues will occur to implement this compensation, or
the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Title of Class Name and Address of Amount and Nature of Percent of
Beneficial Owner [1] Beneficial Owner Class
Common Stock Gary Pizzacalla, 28,000,000 69%
3838 Spicewood Way
Mississauga, L5N 7W3
Canada
All Officers and Directors 28,000,000 69%
as a Group (1 person)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Currently, there are no contemplated transactions that the Company may enter
into with our officers, directors or affiliates. If any such transactions are
contemplated we will file such disclosure in a timely manner with the Commission
on the proper form making such transaction available for the public to view.
The Company has no formal written employment agreement or other contracts with
our current officer and there is no assurance that the services to be provided
by him will be available for any specific length of time in the future. Mr.
Pizzacalla anticipates devoting at a minimum of ten to fifteen percent of his
available time to the Company's affairs. The amounts of compensation and other
terms of any full time employment arrangements would be determined, if and when,
such arrangements become necessary.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During the fiscal year ended April 30, 2008 we incurred approximately $3,500 in
fees to our principal independent accountants for professional services rendered
in connection with the audit of financial statements for the fiscal year ended
April 30, 2008. For review of our financial statements for the quarters ended
July 31, 2007, October 31, 2007 and January 31, 2008 we incurred approximately
$4,500 in fees to our principal independent accountants for professional
services.
During the fiscal year ended April 30, 2008, we did not incur any other fees for
professional services rendered by our principal independent accountants for all
other non-audit services which may include, but not limited to, tax related
services, actuarial services or valuation services.
-20-
PART IV
ITEM 15. EXHIBITS
23.1 Consent of Moore & Associates, Chartered
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer **
* Included in Exhibit 31.1
** Included in Exhibit 32.1
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TECHS LOANSTAR, INC.
By: /s/ GARY PIZZACALLA
____________________________________________
Gary Pizzacalla
President, Secretary Treasurer,
Principal Executive Officer,
Principal Financial Officer and Director
Dated: July 9, 2008
-21-