SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECOND AMENDED FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): July 15, 2003
Commission File No.: 000-49705
LISTO, INC.
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(Exact name of registrant as specified in its charter)
Nevada 86-1031851
--------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
39612 North Central Avenue, Phoenix, Arizona 85086
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(Address of principal executive offices)
(602)614-6081
------------------------
(Issuer telephone number)
GBO, Inc.
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(Former name, if changed since last report)
4213 North Tabor Street, Mesa, Arizona 82515
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(Former address, if changed since last report)
Item 1. Changes in Control of Registrant.
On May 15, 2003, GBO, Inc. (the "Company" or "Registrant") entered into a
Plan of Merger with Listo, Inc.("Listo"), a private Nevada corporation,
providing that the Company issue one share of its common stock for each share
owned by the shareholders of Listo. No shareholders of Listo exercised their
right to dissent to the merger, therefore, all 3,676,000 of the issued and
outstanding shares of Listo were acquired by the Company. Articles of Merger
were filed with the Nevada Secretary of State on July 15, 2003, providing that
the effective date of the merger is June 1, 2003. The Company filed a Form 8-K
on July 27,2003, reporting the material facts of the merger. On September 3,
2003, the Company executed an Amendment to Articles of Merger (the Amendment")
changing the effective date of the merger to July 15, 2003, and has submitted
the Amendment to the Nevada Secretary of State for filing. A copy of the
Amendment is attached hereto as Exhibit 2.1.
1
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 2002
June 30, 2003
July 15, 2003
FINANCIAL STATEMENTS TABLE OF CONTENTS
-------------------------------
PAGE
TABLE OF CONTENTS ............................................................ 2
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT ............................. 3
BALANCE SHEET ................................................................ 4
STATEMENT OF OPERATIONS ...................................................... 5
STATEMENT OF STOCKHOLDERS' EQUITY ........................................ 6 - 7
STATEMENT OF CASH FLOWS ...................................................... 8
NOTES TO FINANCIAL STATEMENTS ........................................... 9 - 12
2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
--------------------------------------------------
To the Board of Directors and Audit Committee
Listo, Inc.
I have audited the accompanying balance sheet of Listo, Inc., (a Development
Stage Company) as of July 15, 2003, June 30, 2003, and June 30, 2002 and the
related statements of operations, stockholders' equity, and cash flows for the
period from January 18, 2002 (inception) to June 30, 2002, year ended June 30,
2003, July 1, 2003 to July 15, 2003 and period 18 January, 2002 (inception) to
July 15, 2003. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that I plan and perform
the audit 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. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Listo, Inc., (a Development Stage
Company) as of July 15, 2003, June 30, 2003 and June 30, 2002 and the related
statements of operations, stockholders' equity, and cash flows for the period
from January 18, 2002 (inception) to June 30, 2002, year ended June 30, 2003,
July 1, 2003 to July 15, 2003 and period January 18, 2002 (inception) to July
15, 2003 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 the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.
Shelley International, CPA
September 29, 2003
Mesa, Arizona
3
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
---------------
ASSETS
July 15, June 30, June 30,
2003 2003 2002
-------------- -------------- --------------
CURRENT ASSETS
Cash $ 11,243 $ 4,340 $ 977
Prepaid Rent - - 7,500
-------------- -------------- --------------
Total Current Assets 11,243 4,340 8,477
-------------- -------------- --------------
TOTAL ASSETS $ 11,243 $ 4,340 $ 8,477
============== ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Payroll Taxes Payable $ 4,860 $ 4,098 $ -
Payable from Officer 100 100
-------------- -------------- --------------
Total Current Liabilities 4,960 4,198 -
-------------- -------------- --------------
STOCKHOLDERS' EQUITY
Common Stock, authorized is
25,000,000 shares. Issued and
outstanding on June 30, 2002 is 2,952
shares, on June 30, 2003 is 3,756
shares, and on July 15, 2003 is 4,196
shares at par value $0.001 per share 4,196 3,756 2,952
Paid in Capital 287,564 288,004 80,548
Common Stock Subscribed (21,000) (16,600)
(Deficit) accumulated during the
development stage (285,477) (270,618) (58,423)
-------------- -------------- --------------
Total Stockholders' Equity 6,283 142 8,477
-------------- -------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 11,243 $ 4,340 $ 8,477
============== ============== ==============
The accompanying notes are an integral part of these statements
4
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATION
-----------------------
Period Period Period
July 1, 2003 Year January 18, 2002 January 18, 2002
to Ended (Inception) (Inception)
July 15, June 30, to June 30, to July 15,
2003 2003 2002 2003
-------------- -------------- ---------------- -----------------
INCOME
Revenue $ - $ - $ - $ -
-------------- -------------- ---------------- -----------------
EXPENSES
General and Administrative 8,984 96,954 49,756 155,694
Rent 2,950 57,452 8,667 69,069
Salaries 2,925 26,794 29,719
Professional and Legal 30,995 30,995
-------------- -------------- ---------------- -----------------
Total Expense 14,859 212,195 58,423 285,477
-------------- -------------- ---------------- -----------------
Net (Loss) before Provision for
Income Taxes (14,859) (212,195) (58,423) (285,477)
Provision for Income Taxes - - - -
-------------- -------------- ---------------- -----------------
NET (LOSS) $ (14,859) $ (212,195) $ (58,423) $ (285,477)
============== ============== ================ =================
Net (Loss) per Common Share (0.01) (0.07) (0.02) (0.09)
-------------- -------------- ---------------- -----------------
Weighted Average Number of
Common Shares Outstanding 3,785,000 3,188,000 2,819,000 3,336,000
-------------- -------------- ---------------- -----------------
The accompanying notes are an integral part of these statements
5
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
for the period January 18, 2002 (Inception) to July 15, 2003
Common Stock Accumulated
--------------------------------------------- Deficit
Price Paid in Stock 1/18/2002 Total
Date Shares Per Share Amount Capital Subscribed to 7/15/03 Equity
--------------------------------------------- --------- ---------- ----------- --------
Common Stock issued for services 4/6/02 2,000,000 $ 0.001 $ 2,000 $ - $ - $ - $ 2,000
Common Stock issued for cash 4/17/02 240,000 0.080 240 19,760 20,000
Common Stock issued for cash 4/17/02 9,697 0.330 10 3,408 3,418
Common Stock Subscribed 4/17/02 50,303 0.330 50 16,550 (16,600) -
Common Stock issued for services 4/17/02 150,000 0.260 150 39,850 40,000
Common Stock issued for services 4/28/02 500,000 0.001 500 500
Common Stock issued for cash 5/7/02 2,000 0.500 2 980 982
-
Net (Loss) (58,423) (58,423)
------------- -------- --------- ---------- ----------- --------
Balance, June 30, 2002 2,952,000 2,952 80,548 (16,600) (58,423) 8,477
Proceeds from Stock Subscription 7/20/02 16,600 16,600
Common Stock issued for cash 7/22/02 20,000 0.500 20 9,980 10,000
Common Stock issued for cash 8/1/02 2,000 0.500 2 998 1,000
Common Stock issued for cash 8/5/02 4,000 0.500 4 1,996 2,000
Common Stock issued for cash 9/1/02 1,500 0.660 2 998 1,000
Common Stock issued for services 10/1/02 20,500 0.720 20 14,740 14,760
Common Stock issued for cash 12/9/02 20,000 0.250 20 4,980 5,000
Common Stock issued for cash 1/10/03 20,000 0.250 20 4,980 5,000
Common Stock issued for cash 1/16/03 20,000 0.250 20 4,980 5,000
Common Stock issued for services 1/16/03 12,000 0.250 12 2,988 3,000
Common Stock issued for cash 1/31/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 2/7/03 100,000 0.250 100 19,900 20,000
Common Stock issued for cash 2/11/03 24,000 0.250 24 5,976 6,000
Common Stock issued for cash 2/18/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 2/21/03 10,000 0.250 10 2,490 2,500
Common Stock issued for cash 3/5/03 18,000 0.250 18 4,482 4,500
Common Stock issued for cash 3/6/03 8,000 0.250 8 1,992 2,000
Common Stock issued for cash 3/13/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 3/14/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 3/18/03 10,000 0.250 10 2,490 2,500
Common Stock issued for cash 3/28/03 19,000 0.250 19 4,731 4,750
Common Stock issued for cash 4/7/03 60,000 0.200 60 11,940 12,000
Common Stock issued for services 4/7/03 21,000 0.250 21 5,229 5,250
Common Stock issued for cash 4/16/03 48,000 0.250 48 11,952 12,000
Common Stock issued for services 4/16/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 4/28/03 32,000 0.250 32 7,968 8,000
Common Stock issued for services 4/28/03 4,000 0.250 4 996 1,000
Common Stock issued for cash 4/30/03 48,000 0.250 48 11,952 12,000
Common Stock issued for cash 5/5/03 6,000 0.250 6 1,494 1,500
Common Stock issued for cash 5/12/03 64,000 0.250 64 15,936 16,000
6
STATEMENT OF STOCKHOLDERS' EQUITY - Continued
Common Stock issued for cash 5/20/03 20,000 0.250 20 4,980 5,000
Common Stock issued for services 5/20/03 40,000 0.250 40 9,960 10,000
Common Stock issued for cash 5/21/03 48,000 0.250 48 10,452 10,500
Common Stock Subscribed 5/21/03 4,000 0.250 4 996 (1,000) -
Common Stock Subscribed 6/30/03 80,000 0.250 80 19,920 (20,000) -
Net (Loss) (212,195)(212,195)
------------- -------- --------- ---------- ----------- --------
Balance, June 30, 2003 3,756,000 3,756 288,004 (21,000) (270,618) 142
Proceeds from Stock Subscription 7/1/03 21,000 21,000
Recapitalization July 15, 2003 -
Common Shares Issued 440,000 440 (440) -
Net (Loss) (14,859) (14,859)
------------- -------- --------- ---------- ----------- --------
Balance, July 15, 2003 4,196,000 $ 4,196 $ 287,564 $ - $ (285,477)$ 6,283
============== ======== ========= ========== =========== ========
The accompanying notes are an integral part of these statements
7
Listo, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
-----------------------
Period Period
Period Year January 18, 2002 January 18, 2002
Ended Ended (Inception) (Inception)
July 15, June 30, to June 30, to July 15,
2003 2003 2002 2003
------------- ------------- ----------------- -----------------
Cash Flows from Operating Activities
Net (Loss) $ (14,859) $ (212,195) $ (58,423) $ (285,477)
Significant Non-Cash Transactions
Issued 2,952,000 common shares
for services valued at $42,500
during period ended June 30, 2002
and 101,500 common shares for
services valued at $35,010 during
year ended June 30, 2003 35,010 42,500 77,510
Changes in assets and liabilities
Prepaid Rent 7,500 (7,500) -
Payroll Taxes Payable 762 4,098 4,860
Payable From Officer 100 100
------------- ------------- ----------------- -----------------
Net Cash Used by Operations (14,097) (165,487) (23,423) (203,007)
------------- ------------- ----------------- -----------------
Cash Flow Used in Investing Activities - - - -
------------- ------------- ----------------- -----------------
Cash Flows from Financing Activities
Proceeds from Stock Subscriptions 21,000 16,600 37,600
Proceeds from Stock Sales 152,250 24,400 176,650
------------- ------------- ----------------- -----------------
Cash Flows from Financing Activities 21,000 168,850 24,400 214,250
------------- ------------- ----------------- -----------------
Net Increase in Cash 6,903 3,363 977 11,243
Cash, Beginning of Period 4,340 977 - -
------------- ------------- ----------------- -----------------
Cash, End of Period $ 1,243 $ 4,340 $ 977 $ 11,243
============= ============= ================= =================
Significant Non-Cash Transactions
For year ended June 30, 2002, Common Stock Issued included 50,303 shares
paid for in July 2002.
For year ended June 30, 2003, Common Stock Issued included 84,000 shares
paid for in July 2003.
Supplemental Information:
The amount of interest and taxes paid for the above period was $0.00.
The accompanying notes are an integral part of these statements
8
Listo, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Note 1. GENERAL ORGANIZATION AND BUSINESS
Listo, Inc., (the Company) was organized in the state of Nevada on January 18,
2002. The Company is currently in its development stage and to date its
activities have been limited to organization and capital formation. The Company
currently has no operations and, in accordance with SFAS No. 7, is considered a
development stage company. The Company's fiscal year end is June 30.
On July 15, 2003 the Company acquired all of the outstanding stock of GBO
Corporation, a Nevada Corporation in a stock exchange transaction. This was
accounted for as a re-capitalization with the surviving legal entity being GBO
and the accounting history being that of Listo, Inc. GBO immediately initiated a
name change to Listo, Inc.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of July 15, 2003 the Company has no assets except for cash and also has no
operations. The relevant accounting policies and procedures are listed below:
Accounting Basis
The basis is accounting principles generally accepted in the United States.
Earnings per Share
The basic earnings (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year.
The Company has no potentially dilutive securities outstanding at the end of the
statement periods. Therefore, the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.
The Company has not issued any options or warrants or similar securities since
inception.
Stock Based Compensation
The Company accounts for its stock based compensation based upon provisions in
SFAS No. 123, Accounting for Stock-Based Compensation. In this statement stock
based compensation is divided into two general categories, based upon who the
stock receiver is, namely: employees/directors and non-employees/directors. The
employees/directors category is further divided based upon the particular stock
issuance plan, namely compensatory and non-compensatory. The employee/directors
non-compensatory securities are recorded at the sales price when the stock is
sold. The compensatory stock is calculated and recorded at the securities' fair
value at the time the stock is given.
SFAS 123 also provides that stock compensation paid to non-employees be recorded
with a value which is based upon the fair value of the services rendered or the
value of the stock given, whichever is more reliable. The common stock paid to
non-employees was valued at the value of the services rendered. In all instances
this was assumed to be par value for the stock.
9
Income Taxes
The provision for income taxes is the total of the current taxes payable and the
net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Advertising
Advertising is expensed when incurred. There has been no advertising since
inception.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
However the Company has neither a current source of revenue, nor operations.
Without realization of additional capital, it would be unlikely for the Company
to continue as a going concern. It is management's plan to seek additional
capital through a merger with an existing operating company.
NOTE 4. STOCKHOLDERS' EQUITY
At inception the Company had 25,000,000 shares of common stock authorized. The
shareholders have all of the rights afforded Nevada shareholders.
Par value is $0.001 per common share.
There are no warrants or options outstanding to acquire any additional shares of
common stock.
The Company was initially capitalized on January 18, 2002. Also, $42,500 of
value was given in services for which 2,650,000 shares of stock were issued at
par value. Afterward, 1,004,500 shares of common stock were sold for $214,250,
and an additional 101,500 shares were given for services valued at $35,010 as
shown in the statement of stockholders' equity
NOTE 5. INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.
10
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is estimated at $59,538, which is calculated by multiplying a
22% estimated tax rate by the two items making up the deferred tax account, the
accumulated NOL of $270,717. The total valuation allowance is a comparable
$59,538
The provision for income taxes is comprised of the net change in deferred taxes
less the valuation account plus the current taxes payable as shown in the chart
below.
2002 2003
Net change in deferred taxes $12,853 $46,683
Valuation Account (12,853) (46,683)
Current taxes payable 0 0
--------- --------
Provision for Income Taxes $ 0 $ 0
--------- ---------
Below is a chart showing the federal net operating losses and the year in which
it will expire.
Year Amount Expiration
------- ----------
2002 $ 58,423 2022
2003 212,194 2023
-------
Total $270,717
Internal Revenue Code (IRC) Section 382 restricts the amount of net operating
loss carry forward that can be utilized in a year if there has been a fifty
percent ownership change. Because of the re-capitalization done July 15, 2003
ownership percentages have changed. However, because the valuation allowance
account established effectively negates any need for an in depth review of stock
ownership changes, no analysis was performed on stock ownership to verify if the
Listo, Inc. ownership would be covered by IRC Section 382.
Note 6. OPERATING LEASES AND OTHER COMMITMENTS:
The Company leases office space in Phoenix and in Mexico. The leases have
expired as of July 15, 2003. However, it is expected that they will be renewed.
The five-year projection of these future obligations follows:
Year 1 Year 2 Year 3 Year 4 Year 5
Operating Leases, etc $30,000 $30,000 $30,000 $30,000 $30,000
Note 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards SFAS 145-150 and
their effect on the Company.
11
SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities
This statement requires companies to recognize costs associated with exit or
disposal activities, other than SFAS 143 costs, when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of these
costs are lease termination costs, employee severance costs associated with
restructuring, discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.
SFAS 147 Acquisitions of Certain Financial Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.
This statement makes the acquisition of financial institutions come under the
statements 141 and 142 instead of statement 72, 144 and FASB Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.
SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure
Amends FASB 123 to provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.
SFAS 149 Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities.
SFAS 150 Financial Instruments with Characteristics of both Liabilities and
Equity
This statement requires that such instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial instruments entered into
or modified after May 31, 2003.
The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results or operations, or cash
flows. These standards will have an impact if the Company merges with an
operating entity.
12
(b) Exhibits: The exhibits listed below are attached and filed as part of
this report:
Exhibits Description
- -------- --------------
2.1 Amendment to Articles of Merger
Item 8. Change in Fiscal Year
Effective August 1, 2003, the Company has determined to change its fiscal year
from that used in its most recent filing with the SEC (December 31, 2003). The
date of the new fiscal year end shall be June 30. The Company intends to file a
transition report on Form 10-K to cover the transition period of January 1, 2003
through June 30, 2003, pursuant to the Securities Exchange Act of 1934, as
amended on or before September 29, 2003.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
Listo, Inc.
By: /s/ Robert Smart
September 29, 2003 ----------------------------
Robert Smart
President
13