SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to __________________
Commission File Number 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's telephone number including area code (775) 284-3770
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act:
Common Stock par value $0.001 None
_____________________________ ______________________________________
(Title of Class) (Name of exchange on which registered)
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)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). Yes [X] No [ ]
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
June 29, 2009, 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 4
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 7
Item 8 Financial Statements and Supplementary Data 7
Item 9 Changes an Disagreements With Accountants on Accounting and
Financial Disclosure 20
Item 9A(T) Controls and Procedures 20
Item 9B Other Information 22
PART III
Item 10 Directors, Executive Officers and Corporate Governance 22
Item 11 Executive Compensation 24
Item 12 Security Ownership of Certain Beneficial Owners and Management 24
Item 13 Certain Relationships and Related Transactions and Director
Independence 25
Item 14 Principal Accounting Fees and Services 25
PART IV
Item 15 Exhibits and Financial Statement Schedules 25
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.
We have not generated any sales to date. Our product is still in the development
stage and is not yet ready for commercial sale. We plan to complete the
development of our software applications within the next twelve months and begin
recognizing revenue from the sale and distribution of our product thereafter.
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.
Our product
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.
The market
Techs Loanstar will compete with traditional loan management software developers
by offering a range of consulting services and customized data base applications
to pay-day and equity loan businesses.
Over 25 million people in the United States have a potential need for a
short-term loan. Today there are over 25,000 loan stores and hundreds of call
centers servicing the marketplace. These locations potentially have a need for
standardization of the lending process and flexibility to service the customer
in a fast, efficient manner. Techs Loanstar's loan management database will
allow loan merchants to obtain uniform lending, collections and business
operations.
The life cycle of the short-term loan industry in the last few years has passed
through the acceptance and regulation phases and is now into the growth and
consolidation-of-participants phases. Most of the successful participants in the
industry today are seeking technological solutions to better automate and
enhance their operations. The customer in this marketplace requires additional
purchase points, such as websites supporting E-signature, to make transactions
3
easier, faster and more confidential. Techs Loanstar will up to date with the
various technologies and how they can be implemented into a merchant's business
operations.
Patents
Upon successful completion of the development of our product, we plan to apply
for patent protection and/or copyright protection in the jurisdictions in which
we will conduct business and distribute our product.
Government Regulation and Supervision
We are subject to the laws and regulations of those jurisdictions in which we
plan to sell our product and services, which are generally applicable to
business operations, such as business licensing requirements, income taxes and
payroll taxes. In general, the sale of our product is not subject to special
regulatory and/or supervisory requirements.
Employees
We have no employees other than our officer and director.
Research and Development Expenditures
We have not incurred any research or development expenditures since our
incorporation.
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.
ITEM 3. LEGAL PROCEEDINGS
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
No matters were submitted to a vote of the Company's shareholders during the
fiscal year ended April 30, 2009.
4
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, 2009 the Company had thirty-two (32) active shareholders of
record. We have not paid cash dividends and have 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, 2009 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, 2009 Audited
Financial Statements - Auditors Report."
As of April 30, 2009, we had $0 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.
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 we are unsuccessful in raising the additional proceeds through a private
placement offering we will then have to seek additional funds through debt
financing, which would be very difficult for a new development stage company to
secure. Therefore, we are highly dependent upon the success of the anticipated
private placement offering and failure thereof would result in the Company
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, we 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 will evaluate the terms of such debt financing and
determine whether the business could sustain operations and growth and manage
the debt load. If we cannot raise additional proceeds via a private placement of
5
our common stock or secure debt financing we would be required to cease business
operations. As a result, investors in Techs Loanstar's common stock would lose
all of their investment.
The Company did not generate any revenue during the fiscal year ended April 30,
2009 and has not raised any revenue since inception.
Total expenses for the fiscal year ending April 30, 2009 were $15,457 resulting
in an operating loss for the fiscal year of $15,457. The operating loss for the
period is a result of professional fees in the amount of $11,857, office and
general expenses in the amount of $3,600.
Total expense in the fiscal year ended January 31, 2008 were $21,851 resulting
in total expenses since inception of $48,454 and an operating loss since
inception of $48,454.
As of April 30, 2009 the President has advanced $16,548 to the Company. This
amount is unsecured, non-interest bearing and without specific terms of
repayment.
We anticipate that our current cash and cash equivalents and cash generated from
financing activities will be insufficient to satisfy our liquidity requirements
for the next 12 months. We expect to incur product development, marketing and
professional and administrative expenses as well expenses associated with
maintaining our SEC filings. We will require additional funds during this time
and will seek to raise the necessary additional capital. If we are unable to
obtain additional financing, we may be required to reduce the scope of our
business development activities, which could harm our business plans, financial
condition and operating results. Additional funding may not be available on
favorable terms, if at all.
Plan of Operation
Over the next 12 month period we must raise capital and start the staged
procurement of our loan management software systems that we intend to license in
stages and expand and enhance over time and as our business develops.
As our first step we plan 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.
In the final stage we expect 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 also intend to 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 execution of 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 firm 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.
6
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.
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 Loanstar has no current plans, preliminary or otherwise, to merge with any
other entity.
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.
We do not expect to be purchasing or selling plant or significant equipment
during the next twelve months.
Off Balance Sheet Arrangements.
As of the date of this Annual Report, the funds currently 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
7
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
APRIL 30, 2009
(AUDITED)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
8
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, 2009 and 2008, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended, and from inception on April 7, 2006 through April 30, 2009.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We 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 Techs Loanstar, Inc. (A
Development Stage Company) as of April 30, 2009 and 2008, 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, 2009, 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 2 to the
financial statements, the Company has an accumulated deficit of $48,454, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 2. 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 26, 2009
6490 WEST DESERT INN RD, LAS VEGAS, NV 89146 (702) 253-7499 FAX (702) 253-7501
9
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(AUDITED)
Year ended Year ended
April 30, 2009 April 30, 2008
_____________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ - $ 198
Prepaid Expenses - -
_____________________________________________________________________________________________________
Total Assets - 198
=====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdrawn $ 32 $ -
Accrued expenses 9,374 9,528
Shareholders Loan 16,548 1,167
_____________________________________________________________________________________________________
Total Liabilities 25,954 10,695
=====================================================================================================
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 5)
Authorized
300,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
40,400,000 shares of common stock 40,400 40,400
Additional paid-in capital (17,900) (17,900)
Deficit accumulated during the development stage (48,454) (32,997)
_____________________________________________________________________________________________________
Total Stockholders' Equity (25,954) (10,497)
_____________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity $ - $ 98
=====================================================================================================
The accompanying notes are an integral part of these financial statements
10
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(AUDITED)
Cumulative from
inception (April
Year ended Year ended 7, 2006) to
April 30, 2009 April 30, 2008 April 30, 2009
______________________________________________________________________________________________
REVENUE $ - $ - $ -
OPERATING EXPENSES
Office and general $ 3,600 $ 8,152 $ 16,319
Professional fees 11,857 13,699 32,135
______________________________________________________________________________________________
LOSS FROM OPERATIONS $ (15,457) $ (21,851) $ (48,454)
PROVISION FOR INCOME TAX $ - $ - $ -
NET LOSS $ (15,457) $ (21,851) $ (48,454)
==============================================================================================
BASIC AND DILUTED LOSS
PER COMMON SHARE $ 0.00 $ 0.00
==============================================================================================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
- - BASIC AND DILUTED 40,400,000 40,400,000
==============================================================================================
The accompanying notes are an integral part of these financial statements.
11
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 7, 2006) TO APRIL 30, 2009
(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 April 21, 2006 28,000,000 28,000 (21,000) (7,000) - -
Net loss April 30, 2006 - - - - (1,279)
___________________________________________________________________________________________________________________________
Balance, April 30, 2006 28,000,000 28,000 (21,000) (7,000) (1,279) (1,279)
===========================================================================================================================
Proceeds received from share
subscriptions receivable - - - 7,000 - 7,000
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)
===========================================================================================================================
Net loss April 30, 2009 - - - - (15,457) (15,457)
___________________________________________________________________________________________________________________________
Balance, April 30, 2009 40,400,000 $ 40,400 $ (17,900) $ - $ (48,454) $ (25,954)
===========================================================================================================================
The accompanying notes are an integral part of these financial statements.
12
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(AUDITED)
Cumulative results of
operations from
Year ended Year ended inception (April 7,
April 30, 2009 April 30, 2008 2006) to April 30, 2009
_______________________________________________________________________________________________________________
OPERATING ACTIVITIES
Net loss $ (15,457) $ (21,851) $ (48,454)
Changes in operating assets and
liabilities
Prepaid Expenses - 2,500 -
Accrued Liabilities (154) 6,429 9,374
_______________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES (15,611) (12,922) (39,080)
FINANCING ACTIVITIES
Proceeds from sale of common stock - - 22,500
Share Subscription receivable - - -
Shareholders Loan 15,380 1,167 16,548
_______________________________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES 15,380 - 39,048
_______________________________________________________________________________________________________________
NET INCREASE (DECREASE) IN CASH (231) (11,755) (32)
CASH, BEGINNING 198 11,954 -
_______________________________________________________________________________________________________________
CASH, ENDING $ (32) $ 198 $ (32)
===============================================================================================================
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.
13
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2009
________________________________________________________________________________
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 $48,454 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.
NOTE 2 - GOING CONCERN
________________________________________________________________________________
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, 2009, 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 3 - 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, 2009 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.
14
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2009
________________________________________________________________________________
NOTE 3 - 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, 2009 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.
15
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2009
________________________________________________________________________________
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
16
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2009
________________________________________________________________________________
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial POSITION and
results of operations if adopted.
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,
17
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2009
________________________________________________________________________________
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
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 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 entity's 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.
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 4 - 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.
18
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
APRIL 30, 2009
________________________________________________________________________________
NOTE 5 - 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, 2009, 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, 2009, the
Company had issued 12,400,000 shares and received $15,500 from the sale of its
private placement stock.
NOTE 6 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of April 30, 2009, the Company received advances from a Director in the
amount of $16,548.
NOTE 7 - ADVERTISING
________________________________________________________________________________
Advertising is expenses when incurred. There has been no advertising during the
period.
NOTE 8 - PROPERTY AND EQUIPMENT
________________________________________________________________________________
The company owns no property nor leases office space. The office space is
donated by the director at no charge.
NOTE 9 - INCOME TAXES
________________________________________________________________________________
As of April 30, 2009, the Company had net operating loss carry forwards of
approximately $48,454 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 10 - EVENTS OF NOTE
________________________________________________________________________________
The Company filed a Form SB-2 registration statement with the Securities and
Exchange Commission which became effective October 17, 2007.
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(T). CONTROLS AND PROCEDURES
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal Control over
financial reporting is defined in rule 13a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of the Company's principal executive and principal financial
officers and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies that:
- - Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the tractions and dispositions of the assets of the
Company;
- - Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of April 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and 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
20
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; and (3) ineffective
controls over period end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by the Company's Chief
Financial Officer in connection with the review of our financial statements as
of April 30, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect 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, results in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures could result in material misstatement in our financial
statements in future periods.
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.
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
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 us. We plan to
appoint one or more outside directors to our board of directors who shall be
appointed to the audit committee resulting in a fully functioning audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures such as reviewing and approving
estimates and assumptions made by management when funds are available to us .
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.
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.
21
There have been no significant changes in our internal control over financial
reporting that occurred during the quarter ended April 30, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
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 49 President, Secretary/ Treasurer, Chief
3838 Spicewood Way Financial Officer and Chairman of the
Mississauga, Ontario 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
22
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 year over year.
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.
Audit Committee
We do not have a separately-designated standing audit committee. The entire
Board of Directors performs the functions of an audit committee, but no written
charter governs the actions of the Board when performing the functions of what
would generally be performed by an audit committee. The Board approves the
selection of our independent accountants.
23
Code of Ethics
As of April 30, 2009, we had not adopted a Code of Ethics for Financial
Executives, which would include our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions.
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
The following table sets forth, as of April 30, 2009, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:
Title of Class Name and Address of Amount and Nature of Percent
Beneficial Owner [1] Beneficial Owner of 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)
24
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, 2009 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, 2009. For review of our financial statements for the quarters ended
July 31, 2008, October 31, 2008 and January 31, 2009 we incurred approximately
$4,500 in fees to our principal independent accountants for professional
services.
During the fiscal year ended April 30, 2009, 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
25
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 16, 2009
26