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 August 31, 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 333-141907
CADDYSTATS, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-5034780
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
105 - 501 Silverside Road
Wilmington, DE 19809
(Address of principal executive offices) (Zip Code)
Registrant' telephone number including area code (877) 903-8600
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 Smaller reporting company [X]
check if a 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
October 10, 2008, the aggregate value of voting and non-voting common equity
held by non-affiliates was $15,000.
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 5
Purchases of Equity Securities
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 18
Item 9A Controls and Procedures 18
Item 9A(T) Controls and Procedures 18
Item 9B Other Information 19
PART III
Item 10 Directors, Executive Officers and Corporate Governance 20
Item 11 Executive Compensation 21
Item 12 Security Ownership of Certain Beneficial Owners and Management 21
Item 13 Certain Relationships and Related Transactions and Director
Independence 22
Item 14 Principal Accounting Fees and Services 22
PART IV
Item 15 Exhibits and Financial Statement Schedules 22
2
PART 1
Item 1: Business
Overview
CaddyStats, Inc. ("CaddyStats") is a development stage company incorporated on
June 5, 2006 in the State of Delaware to enter into golf course guide publishing
industry with low cost CaddyStats Course Guide booklets. The company intends to
provide golf courses throughout North America with low cost, attractive and easy
to use course guide books. We plan to design and produce camera ready proofs of
these booklets for printing by an independent third party printing house.
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
CaddyStats plans to offer low cost custom golf course guides to the golf and
country club industry. The CaddyStats Course Guide is a combination of golf
course guide, yardage book and enhanced scorecard. Our guides are designed for
one-time use and will be priced low enough that golfers can purchase them every
time they play on one of our customers' courses. Golf courses may also use our
guides as part of their marketing or promotional strategy. They can give them
away at trade shows, community events, as part of tournament packages, in media
kits or to select players after their round to encourage return visits. Even the
guides sold to clients will be beneficial in our customers' marketing efforts as
they are more likely to be shared and passed around than regular score cards.
Guides are individually produced for each golf course. A customer's existing
artwork is the starting point and can include: architectural drawings, aerial
photographs, illustrations or digital files. A set of working proofs is created
from working artwork and these proofs are augmented with further information
supplied by course observations and laser measurements.
Most of the work on is done in a manner that has a minimal impact on regular
course play. Observations are made from unobtrusive areas where play is not
affected. Measurements are made with portable laser measuring devices. After all
the observations and measurements are completed, a set of proofs are created and
sent to course management for final approval.
We have not yet entered into any agreements to provide guide books for specific
golf courses.
Our sole officer and director has invested $450 in the Company and extended
loans to us in the amount of $10,625. A total of 30 other investors have
invested a further $24,550 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 business plan or marketing efforts
because we don't have enough money, we will cease our development and/or
marketing activities until we raise money. Attempting to raise capital after
failing in any phase of our business plan would be difficult. As such, if we
cannot secure additional funds we will have to cease operations and investors
will lose their entire investment.
Plan of Operation
To date our operations have been limited to the design of our CaddyStats Course
Guide booklets and undertaking market research on the golf course and country
club industries in North America. We have not yet implemented our business model
or printed any booklets. Over the next 12 month period we will continue to raise
capital and begin creating and marketing our guides to golf courses throughout
North America.
3
Our first activity will to procure the computer hardware and image-processing
software required to produce camera ready copies of our course guides. The
estimated cost of hardware and software is $22,000.
With the equipment in place we will begin the design and production of a sample
CaddyStats Course Guide booklet for a typical North American golf course. We
expect to produce camera-ready proofs for printing and initiate our sales and
marketing activities by soliciting prospective clients from a number of North
American "flagship" golf courses. An important aspect of our marketing activity
will be the development of a website that will display our product and its
features as well as enable us to solicit orders. The estimated of cost our sales
and marketing plan is $40,000.
If we can complete these activities and we receive a positive result from our
sales efforts, as determined by obtaining sufficient interest from golf courses
to produce our guides, we will attempt to raise money through a private
placement, public offering or through loans to purchase additional equipment or
finance large product orders. We will seek this additional funding if we are
able to secure an agreement with approximately four to six golf courses to
acquire and sell our Course Guides and player acceptance at these courses is
demonstrated though ongoing sales.
The Company has raised $25,000 in cash to initiate our business plan through the
sale of its common stock. The amount raised from our stock offering is
insufficient and we will need additional cash to continue to implement our
business plan. If we are unable to raise it, we will either suspend marketing
operations until we do raise the cash, or cease operations entirely. Other than
as described in this paragraph, we have no other financing plans.
If we are unable to complete any aspect of our development 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 business 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.
Management does not plan to hire additional employees at this time. Our
President will be responsible for the initial product sourcing. We intend to
hire sales representatives initially on a commission only basis to keep
administrative overhead to a minimum. We will use third party web designers to
build and maintain our website.
CaddyStats will be competing with traditional publishers of golf course guides,
yardage books and score cards but our product will be unique as it will combine
all three types of documents in a single low-cost CaddyStats Golf Course Guide.
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 105 - 501 Silverside Road; Wilmington DE 19809.
Item 3. Legal Proceedings
4
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
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
None
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchase of Equity Securities
Caddystats's ticker symbol for its shares of common stock quoted on the
Over-the-Counter Bulletin Board is "CDDY".
As of August 31, 2008 the Company had thirty-one (31) 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 August 31, 2008 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Since our 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 "August 31, 2008 Audited
Financial Statements - Auditors Report."
As of August 31, 2008, Caddystats had $2,442 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 course guides 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 Caddystats 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 Caddystats 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 Caddystats 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 Caddystats 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 Caddystats's common stock
would lose all of their investment.
The development and marketing of our golf course guides will continue over the
next 12 months. Other than purchasing required imaging equipment, Caddystats
does not anticipate obtaining any further products or services.
We did not generate any revenue during the fiscal year ended August 31, 2008. As
of the fiscal year ended August 31, 2008 we had $2,442 of cash on hand in the
bank. We incurred operating expenses in the amount of $19,354 in the fiscal year
ended August 31, 2008. These operating expenses were comprised of professional
fees and office and general expenses. Since inception we have incurred operating
expenses of $36,465.
Caddystats 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 $62,000 over the next
twelve months and the cost of maintaining our reporting status is estimated to
be $18,000 over this same period. The officer and director, Gordon Dawson 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
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AUGUST 31, 2008
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
9
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
We have audited the accompanying balance sheets of Caddystats, Inc. (A
Development Stage Company) as of August 31, 2008 and August 31, 2007, and the
related statements of operations, stockholders' equity and cash flows for the
years ended August 31, 2008 and August 31, 2007 and since inception on June 5,
2006 through August 31, 2008. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conduct 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 Caddystats, Inc. (A Development
Stage Company) as of August 31, 2008 and August 31, 2007, and the related
statements of operations, stockholders' equity and cash flows for the years
ended August 31, 2008 and August 31, 2007 and since inception on June 5, 2006
through August 31, 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 losses since inception totaling
$36,465, 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
October 3, 2008
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NV 89146
(702) 253-7499 FAX (702) 253-7501
10
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(AUDITED)
August 31, August 31,
2008 2007
________________________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 2,442 $ 1,304
Prepaid expense - -
_____________________________________
TOTAL ASSETS $ 2,442 $ 1,304
=====================================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities 4,057 2,500
Due to related party 10,625 6,690
_____________________________________
TOTAL LIABILITIES 14,682 9,190
_____________________________________
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,750,000 shares of common stock (10,000,000 shares, 2007) 10,750 10,000
Additional paid-in capital 14,250 -
_____________________________________
Deficit accumulated during the development stage (37,240) (17,886)
_____________________________________
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (12,240) (7,886)
_____________________________________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 2,442 $ 1,304
=====================================
The accompanying notes are an integral part of these financial statements
11
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(AUDITED)
Cumulative
results of
operations
from June 5,
2006 (date of
Year ended Year ended inception) to
August 31, 2008 August 31, 2007 August 31, 2008
________________________________________________________________________________________________________________________
EXPENSES
Office and general $ (6,017) $ (2,436) $ (9,065)
Professional fees (13,337) (14,364) (27,400)
___________________________________________________
LOSS FROM OPERATIONS (19,354) (16,800) (36,465)
PROVISION FOR INCOME TAX - - -
___________________________________________________
NET LOSS $ (19,354) $ (16,800) $ (36,465)
===================================================
BASIC AND DILUTED NET LOSS
PER SHARE $ 0.00 $ 0.00
=================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
10,614,754 10,000,000
=================================
The accompanying notes are an integral part of these financial statements
12
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (JUNE 5, 2006) TO AUGUST 31, 2008
Deficit
Accumulated
Additional Share During the
Paid-in Subscription Development
Common Stock Capital Receivable Stage Total
_________________________________
Number of shares Amount
__________________________________________________________________________________________________________________________________
Balance, June 5, 2006 - $ - $ - $ - $ - $ -
Net Loss, August 31, 2006 (1,086) (1,086)
Common stock issued for cash at
$0.001 per share
-June 26, 2006 10,000,000 10,000 - - - 10,000
_____________________________________________________________________________________________
Balance August 31, 2006 10,000,000 10,000 - (1,086) 8,914
_____________________________________________________________________________________________
Net Loss August 31, 2007 - - - - (16,800) (16,800)
_____________________________________________________________________________________________
Balance, August 31, 2007 10,000,000 $10,000 - - (17,886) (7,886)
_____________________________________________________________________________________________
Common stock issued for cash at
$0.02 per share
- November 5, 2007 750,000 750 14,250 15,000
Net loss, August 31, 2008 - - - - (19,354) (19,354)
_____________________________________________________________________________________________
Balance, August 31, 2008 10,750,000 $10,750 $14,250 - $(37,240) $(12,240)
=============================================================================================
The accompanying notes are an integral part of these financial statements
13
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative
results of
operations from
June 5, 2006
Year ended Year ended (date of
August 31, 2008 August 31, 2007 inception) to
August 31, 2008
_________________________________________________________________________________________________________________________
OPERATING ACTIVITIES
Net loss $ (19,354) $ (16,800) $ (34,465)
Adjustment to reconcile net loss to
net cash used in operating activities
-accrued liabilities 1557 2,500 4,057
_________________________________________________________________________________________________________________________
NET CASH USED IN OPERATING
ACTIVITIES (17,797) (14,300) (32,408)
_________________________________________________________________________________________________________________________
FINANCING ACTIVITIES
Proceeds from sale of common stock 15,000 - 25,000
Shareholder Loan 3,935 5,603 9,850
Share subscription receivable - 10,000 -
_________________________________________________________________________________________________________________________
NET CASH PROVIDED BY
FINANCING ACTIVITIES 18,935 15,603 34,850
_________________________________________________________________________________________________________________________
NET INCREASE (DECREASE)
IN CASH 1,138 1,304 2,442
CASH, BEGINNING OF PERIOD 1,304 - -
_________________________________________________________________________________________________________________________
CASH, END OF PERIOD $ 2,442 $ 1,304 $ 2,442
=========================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH FINANCING ACTIVITIES:
Cash paid for:
Interest $ - $ - $ -
========================================================
Income taxes $ - $ - $ -
========================================================
The accompanying notes are an integral part of these financial statements
14
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2008
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________
Caddystats, Inc. ("Company") is in the initial development stage and has
incurred losses since inception totaling $36,465. The Company was incorporated
on June 5, 2006 in the State of Delaware and established a fiscal year end of
August 31. The Company is a development stage company organized to enter into
the golf course guide book publication industry with our proprietary CaddyStats
Golf Course Guides. The Company expects to provide golf courses throughout North
America with low cost, attractive and easy to use guide books.
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 is funding its
initial operations by way of issuing Founders' shares. As of August 31, 2008,
the Company had issued 10,750,000 Founders shares at $0.001 per share for net
proceeds of $10,000 and 750,000 shares at $0.02 per share for net proceeds of
$15,000.
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.
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 August 31, 2007 and August 31, 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.
15
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 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 August 31, 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.
16
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2008
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities
17
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2008
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
and equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
18
CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2008
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
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 and SFAS No. 157, 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
________________________________________________________________________________
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.
As of August 31, 2008, the Company has not granted any stock options and has not
recorded any stock-based compensation.
As of August 31, 2008, the sole Director had purchased 10,000,000 shares of the
common stock in the Company at $0.001 per share with proceeds to the Company
totalling $10,000.
As of August 31, 2008, the Company has issued 750,000 shares of the common stock
of the Company at $0.02 per share with proceeds to the Company totalling
$15,000.
NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of August 31, 2008, the Company received advances from a Director in the
amount of $10,625 to pay for Incorporation costs, filing fees and general
administration costs. The amounts due to the related party are unsecured and
non-interest bearing with no set terms of repayment.
NOTE 6 - INCOME TAXES
________________________________________________________________________________
As of August 31, 2008 the Company had net operating loss carry forwards of
approximately $36,465 that may be available to reduce future years' taxable
income and will expire commencing in 2016. 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.
19
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.
As of August 31, 2008 management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in SEC guidance on
conducting such assessments. Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below. This was due to deficiencies that existed in the
design or operation of our internal control over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.
The matters involving internal controls and procedures that the Company's
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit
committee and lack of a majority of outside directors on the Company's board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
20
by the Company's Chief Financial Officer in connection with the review of our
financial statements as of August 31, 2008 and communicated to our management.
Management believes that the material weaknesses set forth in items (2), (3) and
(4) above did not have an affect on the Company's financial results. However,
management believes that the lack of a functioning audit committee and lack of a
majority of outside directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures can result in the Company's determination to its
financial statements for the future years. We are committed to improving our
financial organization. As part of this commitment, we will create a position to
segregate duties consistent with control objectives and will increase our
personnel resources and technical accounting expertise within the accounting
function when funds are available to the Company: i) Appointing one or more
outside directors to our board of directors who shall be appointed to the audit
committee of the Company resulting in a fully functioning audit committee who
will undertake the oversight in the establishment and monitoring of required
internal controls and procedures; and ii) Preparing and implementing sufficient
written policies and checklists which will set forth procedures for accounting
and financial reporting with respect to the requirements and application of US
GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on the Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.
There have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended August 31, 2008 that have
materially affected or are reasonably likely to materially affect, our internal
controls 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 Company to
provide management report in the Annual Report.
Part 9B. Other Information
None
21
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)
Gordon Dawson 53 President, Secretary/ Treasurer, Chief
1035 Duchess Avenue Financial Officer and Chairman of the
West Vancouver, British Columbia Board of Directors.
Canada V6T 1G8
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
Gordon Dawson
2004 - Present
TerraStar Solutions - President
Gordon Dawson is a veteran CEO with 25 years of success managing businesses with
up to $12 million dollars in revenue. As Past President of the Pacific Northwest
Chapter of the International Erosion Control Association he is a recognized
leader in the industry.
Mr. Dawson's agronomic expertise is relied upon by golf course professionals and
the turf grass industry for which he develops and prescribes custom cultivars.
During his career he has provided turf solutions for prestigious golf courses
designed by Lee Trevino and Jack Nicklaus. Mr. Dawson is currently working as a
consultant to Whistler/Blackcomb for their 2010 Olympic venues.
In addition to greening the newly contoured slopes he has developed and taught
erosion & sediment control courses for engineers and other contractors working
on infrastructure projects for the Olympics. Mr. Dawson is a consultant to
environmental managers on various reclamation projects throughout the Pacific
Northwest as well as to cities, golf courses and sod farms.
2002-2004
NuSeCo - Manager for Western Canada
Mr. Dawson developed and oversaw the implementation of proprietary new
techniques, using helicopters for wildfire re-vegetation projects in Western
North America, such as the Reno fires. He bred, introduced and marketed several
new species of grasses and legumes in Western Canada which have become industry
standards. In addition, he has long provided agronomic support to Cities, Golf
Courses and other Turfgrass industry professionals. Mr. Dawson conceived of and
created international export markets for Canadian Agriculture, Turfgrass and
Forestry commodities, particularly in China and the US.
Mr Dawson has been President of Caddystats since its inception in June, 2006 to
present.
Mr. Dawson is not a director of any other reporting company.
22
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
Caddystats, 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.
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 Beneficial Amount and Nature Percent of Class
Owner [1] of Beneficial Owner
Common Stock Gordon Dawson 1035 450,000 4%
Duchess Avenue West Vancouver, BC
V6T 1G8 Canada
Common Stock Shana Richmond 9,570,000 89%
23 Westridge Crescent NW
Edmonton, AB T5T 1C7
All Beneficial Owners as a Group 10,020,000 93%
(2 people)
23
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.
Dawson 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 August 31, 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
August 31, 2008. For review of our financial statements for the quarters ended
November 30, 2007, February 29, 2008 and May 31, 2008 we incurred approximately
$6,000 in fees to our principal independent accountants for professional
services.
During the fiscal year ended August 31, 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.
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
24
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.
Caddystats, Inc.
BY: /s/ Gordon Dawson
_________________
Gordon Dawson
President, Secretary Treasurer, Principal Executive
Officer, Principal Financial Officer and Director
Dated: October 14, 2008