Item 1. Business.
Business Development
Brisam Corporation (“Brisam” or the “Company”) was incorporated under the laws of Nevada on March 14, 1990 under the name Peripheral Connections, Inc. In 1998, the name was changed to Skynet Telematics, Inc., then to Skynet Telematics.com, Inc. in 2000 and again back to Skynet Telematics, Inc. in 2002. Finally, in July 2007 the name was changed to Brisam Corporation.
The original business plan of the Company, during the period it was known as Skynet, was the development, marketing, and distribution of integrated modular automotive telematic systems and providing monitoring services to users of those products. Automotive telematic systems combine the technologies for mobile phones (GSM), global positioning satellite systems (GPS) and the Internet to enable customers to identify the exact location and status information about vehicles, to receive certain theft protection, personal security measures, e-mail, Internet access and concierge services through a monitoring station, and to receive a variety of information through communication with the monitoring station.
Our Business
Skynet’s original business plan was not financially successful through the period ended September 30, 2007 and the Company was assessing various options and new business strategies. On October 1, 2007, the Company’s prior management located an individual, Mr. Brian Kitts, which it thought had the necessary skills and business acumen necessary to develop a new business plan and enhance stockholder value. Mr. Kitts was appointed as the Company’s sole officer and director. As his first endeavor, Mr. Kitts located a private company in need of business development consulting to enhance its products and services. On October 2, 2007, the Company entered into a business development agreement with Reber America, Inc., whereby the Company, primarily through Mr. Kitts, provides business development consulting services for Reber in exchange for compensation of $20,000 per month. A copy of the Reber agreement was attached as Exhibit 10.1 to our Form 10-QSB for the quarter ended June 30, 2007 filed on July 10, 2008.
The analysis of new businesses opportunities and evaluating new business strategies will be undertaken by or under the supervision of the Company’s President. In analyzing prospective business opportunities, management will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Management will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors. The Company anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors.
The Company will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor. The period within which the Company will decide to participate in a given business venture cannot be predicted and will depend on certain factors, including the time involved in identifying businesses, the time required for the Company to complete its analysis of such businesses, the time required to prepare appropriate documentation and other circumstances.
In addition to the agreement described above, subsequent to the year ended December 31, 2007, the Company located a potential strategic partner for locating and participating in natural resource opportunities in Canada. To pursue this opportunity the Company formed Brisam Energy, Inc. as a wholly owned subsidiary and on February 14, 2008 Brisam Energy entered into a letter agreement with Trillium Energy Group Ltd. (formerly Trillium Management Ltd.), whereby Trillium will locate certain opportunities for review by Brisam Energy and Brisam Energy will use its best efforts to fund Trillium with up to $5 million to be used for funding and development opportunities. In August of 2008, Trillium has located one opportunity to partner on the drilling of a test oil well in Canada with Pine Petroleum Limited. Brisam Energy is currently evaluating this agreement and its ability to fund up to $750,000 necessary to complete the test well and ancillary seismic study. A copy of the Trillium letter agreement was attached as Exhibit 10.7 to the Form 8-K filed on March 6, 2008.
We currently provide business development consulting services and are transitioning into becoming a diversified holding company with multiple subsidiaries involved in diversified business interests. We intend to seek business opportunities across all industries for potential transactions and relationships in which we can apply resources and management strengths. The companies that we intend to target, either public or privately held, will be seeking growth or restructuring to pursue near term business objectives in their respective industries. We intend to pursue opportunities involving our current management’s expertise in the furniture industry, as well as in the natural resource and energy industry through our agreement with Trillium.
Because we believe that a sound business plan is merely the first step to achieving a company’s goals, we try to facilitate and foster the implementation of the ideas that are generated during the writing of the business plan in conjunction with the retention of outside consultants and professionals. We believe that our clients will benefit from an “outside view” of their operations. This perspective, we believe, provides them with an unbiased opinion about their business and how they can change existing structures to improve their overall efficiency and bottom line.
We intend to evaluate our clients’ strengths and weaknesses, while assisting in targeting key areas for operational improvements or changing overall strategy to accommodate particular business objectives. As small businesses are challenged to remain competitive in a marketplace characterized by larger, better capitalized competitors, we believe our services will become increasingly important. We believe that through our guidance, a smaller company can compete with its larger competitors.
Distribution of Products or Services
We are planning to generate revenues through the provision of consulting services to various companies operating in diverse industries. The distribution of products and services to consumers or businesses is not a factor in our core business. However, our newly incorporated subsidiary, Brisam Energy, intends to seek opportunities in the energy industry, which may involve development of products or services.
Sources and Availability of Products and Supplies
There are no constraints on the sources or availability of products and supplies related to our business, other than manpower. Because we provide consulting services, the supplies we need for our business are limited generally to office supplies, and computer hardware and software, all of which are readily available from multiple suppliers.
The most significant input impacting our business is additional manpower and employees, which will require significant additional funds for working capital. Initially, we do not anticipate this being a detriment to our business, as our officer and director will apply his own expertise to provide consulting work. As the number of projects and the demand for the company’s services grow, we will need to retain more employees or contracted personnel. In order to plan for and fulfill our requirements, we will need to maintain an extensive database of consultants.
To minimize any future manpower shortages, we plan to draw upon our existing contacts when necessary, and we will also establish new relationships and work with other companies that offer complementary and related expertise. This may include companies that provide similar services such that together we can complete a project with combined manpower, or complementary services to complete related projects that require disciplines that our company has no experience or expertise with.
If we cannot attract qualified people, or align ourselves with other consulting companies that can assist with projects for which we cannot complete ourselves because of a lack of manpower, our business and operations will be materially impacted, and may even result in our clients taking their business to our competitors.
Dependence on One or a Few Major Customers
As of December 31, 2007, we have one major customer, Reber America, that accounted for 100% of our revenues. Because we only entered the consulting services arena in October of 2007, we believe that during fiscal 2008 we will be able to expand our customer base and/or diversify our operations into the energy and natural resource sector through our Brisam Energy subsidiary.
Dependence on one or a few major clients is also due to the nature of our business, our small operations and a lack of professional employees, and the limited time that our officer and director can spend on our business. Therefore, there is a strong likelihood that we will remain dependent on one or a few major clients. The loss of any consulting contract, or any major disagreement with respect to performance under a contract, would therefore materially impact our business and financial condition.
Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions
There are no inherent factors or circumstances associated with our business that would give cause for any patent, trademark or license infringements or violations. We do not hold any intellectual property and we do not anticipate any additions in the foreseeable future. Because we are focusing on providing consulting services, we use various third party computer software programs to assist us with the processes we perform to form our work. This software is readily available from several suppliers and we do not plan on developing any software ourselves.
We do not hold any other intellectual property and we do not anticipate any additions in the foreseeable future. We have not entered into any franchise agreements or other contracts that have given, or could give rise, to obligations or concessions.
Existing or Probable Government Regulations
There are no existing government regulations nor are we aware of any regulations being contemplated that would adversely affect our ability to operate.
Research and Development Activities and Costs
Brisam did not incur any research and development costs for the years ended December 31, 2007 and 2006, and has no plans to undertake any research and development activities during the next year of operations.
Compliance With Environmental Laws
We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business. In our industry, environmental laws are anticipated to apply directly to the owners and operators of companies. They do not apply to companies or individuals providing consulting services, unless they have been engaged to consult on environmental matters. We are not planning to provide environmental consulting services.
Employees
Effective October 1, 2007, in conjunction with the appointment of Mr. Brian Kitts as the Registrant’s sole officer, Messrs. Tomas Wilmot, Mark Dingley, Kevin Wilmot and Christopher Wilmot resigned their respective positions as our president, chief financial officer, secretary and executive officer, all of which were effective immediately. On January 29, 2008, in conjunction with the appointment of Mr. Ira Lyons as the Registrant’s sole officer, Mr. Brian Kitts resigned his position as our sole officer. Effective May 5, 2008, following the removal of Mr. Lyons as a director by Mr. Kitts as our majority stockholder, Mr. Kitts appointed himself as our sole director and removed Mr. Lyons as our sole officer effective immediately. Mr. Kitts now serves as our sole officer and director.
We have no full-time employees at the present time. Our sole officer and director, is responsible for all planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.
We have no intention of hiring employees until the business has been successfully launched and we have sufficient, reliable revenue from our operations. Our officer and director is planning to do whatever work is required until our business to the point of having positive cash flow. Human resource planning will be part of an ongoing process that will include regular evaluation of operations and revenue realization. We do not expect to hire any employees during through 2008.
During the next 12 months and into the foreseeable future, if we are successful in obtaining consulting projects that require personnel that is either beyond the scope or capacity of our officer and director, we may enter into joint ventures with various consulting companies. We would need to successfully negotiate the terms and compensation with these companies for revenue or profit sharing arrangements. We will not enter into consulting contracts or engagements if we do not have the manpower to complete the project on a timely basis or according to the specifications provided by our clients.
Item 1A.
Item 1A. Risk Factors.
Risks Relating To Our Business and Marketplace
An evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment.
There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand and acceptance of our business plan, the level of our competition and our ability to attract and maintain key management and employees.
While Management believes its estimates of projected occurrences and events are within the timetable of its business plan, there can be no guarantees or assurances that the results anticipated will occur.
Our auditor’s report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern. If we are unable to continue as a going concern, it is likely that we will not be able to continue in business.
As a result of our deficiency in working capital and other factors, our auditors have included a paragraph in their report regarding substantial doubt about our ability to continue as a going concern. Our plans in this regard are to seek additional funding through future equity private placements or debt facilities.
We may not be able to retain our key personnel or hire the personnel we need to sustain and grow our business.
Our performance is highly dependent upon our ability to attract, retain, and motivate highly skilled, talented employees. These professionals are regularly recruited by other firms and may choose to change firms. Given our relatively small size compared to some of our anticipated competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.
Risks Relating To Our Common Stock
Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
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Deliver to the customer, and obtain a written receipt for, a disclosure document;
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Disclose certain price information about the stock;
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Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
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Send monthly statements to customers with market and price information about the penny stock; and
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In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted.
Our Articles of Incorporation authorizes the Board of Directors to issue up to 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval. Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting one’s investment.
By issuing preferred stock, we may be able to delay, defer or prevent a change of control.
Our board of directors is authorized to issue, without approval from our stockholders, a total of 20,000,000 shares of preferred stock. In May of 2008, our board of directors issued 1,000,000 shares of Class A preferred stock that have super voting and conversion rights. Our Board of Directors can determine the rights, preferences, privileges and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that our Board of Directors, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring or preventing a change in control, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of our common stock.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties.
Our corporate headquarters are located at 500 N. Rainbow Blvd. Suite 300, Las Vegas, Nevada 89107. Our sole officer and director provides the facilities to us free of charge. We believe our current office space is adequate for our immediate needs; however, as our operations expand, we may need to locate and secure additional office space.
Item 3.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
On May 6, 2008, Ira Lyons, our previous sole officer and director, issued 35,000,000 shares of common stock to himself. Prior to the issuance, Mr. Lyons had been removed as a director of the Company by a super majority vote of our stockholders. Therefore, Mr. Lyons did not have the authority to issue the 35,000,000 shares of common stock. We have placed an administrative hold on the shares of common stock and have instructed our transfer agent to place a stop transfer order on the shares of common stock. Our new sole officer and director, Brian Kitts, is currently in discussions with Mr. Lyons for the return of the shares of common stock for cancellation. However, if Mr. Lyons does not return the shares, we may be forced to initiate legal action against Mr. Lyons for the return of the shares, along with any other remedies allowable by law.
Other than the potential legal action with Mr. Lyons, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the fourth quarter of 2007.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) Market Information
Through August of 2007, when the Company’s name was Skynet Telematics, Inc., the Company’s common stock was traded under the symbol “SKYI” and since the name change to Brisam Corporation is currently sporadically traded in the inter-dealer market (“Grey Sheets”) under the symbol “BSMP” , which severely limits Brisam’s ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, Brisam’s management, through the utilization of various historic quote services, has compiled the following table disclosing its stock prices and sales for fiscal 2007 and 2006. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions. Further, the prices reflect the 1-for-100 reverse stock split enacted in August of 2007.
(b) Holders of Common Stock
As of July 31, 2008, there were approximately 2,082 holders of record of our Common Stock and 65,118,246 shares outstanding. As of July 31, 2008, the closing price of our shares of common stock on the Grey Market was $5.75 per share.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
In June 2000, the board of directors adopted the 2000 Long-Term Performance and Incentive Plan (“Plan”), under which we were able grant awards of stock options, stock appreciation rights, stock or cash to employees or other individuals providing services to the Company. The Company was able to offer up to 2,533,200 shares of common stock, including 1,000,000 for incentive stock options and excluding expired, cancelled, terminated, forfeited or settled in cash awards. In October of 2007, our board of directors elected to terminate this plan. As of the termination date of the plan there were no outstanding grants or rights under the Plan.
Recent Sales of Unregistered Securities
On August 10, 2007, we effectuated a hundred-for-one (100:1) reverse Stock Split of our outstanding shares of common stock, where any stockholder who owned 100 or fewer common shares received ten (10) shares. (See Schedule 14c filed with the Commission on July 13, 2007 regarding this corporate action.)
On July 31, 2007, we authorized the issuance of 35,000 shares of common stock for consulting services valued at $350, which were issued following completion of the August 10, 2007 reverse stock split. We believed the issuance of the shares was exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to our files and records that contained the relevant information needed to make her investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient had such knowledge and experience in her financial and business matters that she was capable of evaluating the merits and risks of her investment.
On November 17, 2007, we issued 25,471,450 shares of common stock to Brian Kitts for his services as our sole officer and director valued at $25,471. We believed the issuance of the shares was exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to our files and records that contained the relevant information needed to make his investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient had such knowledge and experience in his financial and business matters that he was capable of evaluating the merits and risks of his investment. The recipient was our sole officer and director at the time of the issuance and his investment decision.
On December 17, 2007, we authorized the issuance of 60,690 shares of common stock for consulting services. The shares were issued subsequent to year-end. We believed the issuance of the shares was exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in their financial and business matters that they were capable of evaluating the merits and risks of their investment.
Subsequent Issuances
On January 21, 2008, we authorized the issuance of 1,550,000 shares of common stock for legal, accounting and consulting services valued at $1,550. These shares were issued on April 17, 2008. We believed the issuance of the shares was exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in their financial and business matters that they were capable of evaluating the merits and risks of their investment.
On May 6, 2008, Ira Lyons, our previous sole officer and director, issued 35,000,000 shares of common stock to himself. Prior to the issuance, Mr. Lyons had been removed as a director of the Company by a super majority vote of our stockholders. Therefore, Mr. Lyons did not have the authority to issue the 35,000,000 shares of common stock. We have placed an administrative hold on the shares of common stock and have instructed our transfer agent to place a stop transfer order on the shares of common stock. Our new sole officer and director, Brian Kitts, is currently in discussions with Mr. Lyons for the return of the shares of common stock for cancellation.
On May 15, 2008, we issued 1,000,000 shares of Super Voting Class A Preferred Stock (“Class A Preferred Stock”) to Brian Kitts for resuming his services as our sole officer and director. We believe the issuance of the shares was exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to our files and records that contained the relevant information needed to make his investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient had such knowledge and experience in his financial and business matters that he was capable of evaluating the merits and risks of his investment. The recipient was the sole officer and director of the Registrant at the time of the issuance and his investment decision.
The rights, preferences, restrictions and other matters relating to the Class A Preferred Stock are as follows:
Section I. Designation and Amount. There is hereby authorized to be issued out of the authorized and unissued shares of preferred stock of the Corporation a class of preferred stock designated as the “Class A - Super Voting Preferred Stock” (“Class A Preferred Stock”) and the number of shares constituting such class shall be 1,000,000.
Section II. Voting Rights. Holders of the Class A Preferred Stock shall be entitled to cast five hundred (500) votes for each share held of the Class A Preferred Stock on all matters presented to the stockholders of the Corporation for stockholder vote which shall vote along with holders of the Corporation’s Common Stock on such matters.
Section III. Redemption Rights. The Class A Preferred Stock may be redeemed only by separate written agreement by and between the Holder and the Corporation.
Section IV. Conversion Rights. The Class A Preferred Stock is convertible, at any time or from time to time, at the sole option of the Holder, into shares of Common Stock on a one-for-one hundred basis (i.e.- for every share of Class A Preferred Stock converted, the Holder would receive one hundred (100) shares of Common Stock).
Section V. Protective Provisions. So long as any shares of Class A Preferred Stock are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the Holders of the Class A Preferred Stock which is entitled, other than solely by law, to vote with respect to the matter, and which Preferred Stock represents at least a majority of the voting power of the then outstanding shares of such Class A Preferred Stock:
(a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of;
(b) alter or change the rights, preferences or privileges of the shares of Class A Preferred Stock so as to affect adversely the shares;
(c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;
(d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Class A Preferred Stock with respect to dividends or upon liquidation, or (ii) having rights similar to any of the rights of the Class A Preferred Stock; or
(e) amend the Corporation’s Articles of Incorporation or bylaws
Section VI. Other Rights. Except as otherwise stated herein, there are no other rights, privileges, or preferences attendant or relating to in any way the Class A Preferred Stock, including by way of illustration but not limitation, those concerning dividend, ranking, other conversion, other redemption, participation, or anti-dilution rights or preferences.
Section VII. Definitions. As used in herein, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:
“Common Stock” means any and all shares of the Corporation’s $0.001 par value common stock.
“Corporation” means Brisam Corporation, a Nevada corporation, and its successors.
“Class A Preferred Stock” has the meaning ascribed to it in Section I hereof.
“Holder” means a holder of a share or shares of Class A Preferred Stock as reflected in the stock books of the Corporation.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended December 31, 2007 or 2006.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview of Current Operations
Brisam Corporation (“Brisam” or the “Company”) was incorporated under the laws of Nevada on March 14, 1990 under the name Peripheral Connections, Inc. In 1998, the name was changed to Skynet Telematics, Inc., then to Skynet Telematics.com, Inc. in 2000 and again back to Skynet Telematics, Inc. in 2002. Finally, in July 2007 the name was changed to Brisam Corporation.
The original business plan of the Company, during the period it was known as Skynet, was the development, marketing, and distribution of integrated modular automotive telematic systems and providing monitoring services to users of those products. Automotive telematic systems combine the technologies for mobile phones (GSM), global positioning satellite systems (GPS) and the Internet to enable customers to identify the exact location and status information about vehicles, to receive certain theft protection, personal security measures, e-mail, Internet access and concierge services through a monitoring station, and to receive a variety of information through communication with the monitoring station.
Skynet’s original business plan was not financially successful through the period ended September 30, 2007 and the Company was assessing various options and new business strategies. The analysis of new businesses opportunities and evaluating new business strategies will be undertaken by or under the supervision of the Company’s President. In analyzing prospective business opportunities, management will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Management will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors. The Company anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors.
The Company will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor. The period within which the Company will decide to participate in a given business venture cannot be predicted and will depend on certain factors, including the time involved in identifying businesses, the time required for the Company to complete its analysis of such businesses, the time required to prepare appropriate documentation and other circumstances.
The Company has not achieved profitability to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. As of December 31, 2007, the Company had an accumulated deficit of $19,556,603 dollars. There can be no assurances that the Company can achieve or sustain profitability or that the Company’s operating losses will not increase in the future.
Results of Operations for the year ended December 31, 2007.
We are in the early stage of developing our consulting service platform and are transitioning into becoming a diversified holding company with multiple subsidiaries involved in diversified business interests. Our operations to date have been limited with a primary focus on strategic alliances through which to build our multi-interest business portfolio. We are seeking financing opportunities to acquire additional businesses in order to enhance the design of our development plans thereby expanding the services we are able to provide.
During the year ended December 31, 2007, we generated revenues totaling $60,000 pursuant to our consulting agreement with Reber America, Inc. compared to $0 in revenues during the year ended December 31, 2006 while we were in search of opportunities to expand or enhance our business operations. We intend on pursuing similar types of consulting agreements along with entering the natural resource and energy industry through our wholly owned subsidiary, Brisam Energy, Inc.
During the year ended December 31, 2007, we had a net loss $20,060 as compared to a net loss of $50 for the same period in 2006. The expenses for the year ended December 31, 2007 represented general and administrative expenses of $4,430, consulting fees of $34,428 and professional fees in the amount of $39,894.
Satisfaction of our cash obligations for the next 12 months.
Management believes the Company can sustain itself for the next twelve months. Management has agreed to keep the Company funded at its own expense, without seeking reimbursement for expenses paid. The Company’s need for capital may change dramatically if it moves forward in developing a new business strategy or it acquires an interest in a business opportunity. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There is no assurance additional capital will be available to the Company on acceptable terms.
Going Concern
The condensed financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company’s cash position may be inadequate to pay all of the costs associated with its intended business plan. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
Summary of any product research and development that we will perform for the term of our plan of operation.
We do not anticipate performing any additional significant product research and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment.
We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.
Significant changes in the number of employees.
As of December 31, 2007, we did not have any employees. We are dependent upon Brian Kitts, our sole officer and a director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.
LIQUIDITY AND CAPITAL RESOURCES
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market, complete additional financial service company acquisitions and generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
The Company has limited financial resources available, which has had an adverse impact on the Company’s liquidity, activities and operations. These limitations have adversely affected the Company’s ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.
As a result of the Company’s current limited available cash, no officer or director received cash compensation during the year ended December 31, 2007. The Company has no employment agreements in place with its officers.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.
New Accounting Standards
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements, (“SFAS 157”). SFAS 157 provides a framework for measuring fair value when such measurements are used for accounting purposes. The framework focuses on an exit price in the principal (or, alternatively, the most advantageous) market accessible in an orderly transaction between willing market participants. SFAS 157 establishes a three-tiered fair value hierarchy with Level 1 representing quoted prices for identical assets or liabilities in an active market and Level 3 representing estimated values based on unobservable inputs. Under SFAS 157, related disclosures are segregated for assets and liabilities measured at fair value based on the level used within the hierarchy to determine their fair values. We anticipate adopting SFAS 157 on its effective date of January 1, 2008 and the financial impact, if any, upon adoption has not yet been determined.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115, (“SFAS 159”). SFAS 159 permits fair value accounting to be irrevocably elected for certain financial assets and liabilities on an individual contract basis at the time of acquisition or at a remeasurement event date. Upon adoption of SFAS 159, fair value accounting may also be elected for existing financial assets and liabilities. For those instruments for which fair value accounting is elected, changes in fair value will be recognized in earnings and fees and costs associated with origination or acquisition will be recognized as incurred rather than deferred. SFAS 159 is effective January 1, 2008, with early adoption permitted as of January 1, 2007. We anticipate adopting SFAS 159 concurrent with the adoption of SFAS 157 on January 1, 2008, but have not yet determined the financial impact, if any, upon adoption.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Brisam Corporation
We have audited the accompanying balance sheets of Brisam Corporation as of December 31, 2007 and 2006, and the related statements of operations, stockholders' equity and cash flows for the years then ended. 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 the 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 Brisam Corporation as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, 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 $19,556,603, 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
September 9, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
The accompanying notes are an integral part of these condensed financial statements.
The accompanying notes are an integral part of these condensed financial statements.
Brisam Corporation
(formerly Skynet Telematics, Inc.)
Statement of Stockholders’ Deficit
The accompanying notes are an integral part of these condensed financial statements.
The accompanying notes are an integral part of these condensed financial statements.
Brisam Corporation
(formerly Skynet Telematics, Inc.)
Notes to Financial Statements
Note 1 - Summary of Accounting Policies
Nature of business
We were originally incorporated under the laws of Nevada on March 14, 1990 under the name Peripheral Connections, Inc. In 1998, we changed our name to Skynet Telematics, Inc., then to Skynet Telematics.com, Inc. and back to Skynet Telematics, Inc. in 2002. In July 2007 we changed out name to Brisam Corporation. We currently provide business development consulting services and are transitioning into becoming a diversified holding company with multiple subsidiaries involved in diversified business interests. We intend to seek business opportunities across all industries for potential transactions and relationships in which we can apply resources and management strengths.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Fair value of financial instruments
At December 31, 2007, our financial instruments consist of accounts receivable and accounts payable and accrued expenses. Interest rates currently available to us for long-term debt with similar terms and remaining maturities are used to estimate fair value of such financial instruments. Accordingly, since interest rates on substantially all of our debt are variable, market based rates, the carrying amounts are a reasonable estimate of fair value.
Revenue recognition
The Company recognizes revenue as services are performed. Amounts billed and collected before services are performed are included in deferred revenue.
Cash and cash equivalents
The Company maintains cash balances in interest and non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Concentration of Credit Risk
We provide services to various customers in the same geographical region. We continually evaluate the creditworthiness of our customers. We evaluate the collectability of accounts receivable on a combination of factors. Our policies require us to record specific reserve if we become aware of anything that would cause us to question a specific customer’s inability to meet their financial obligations to us. We will record a specific reserve for bad debts to reduce a related receivable when we believe an amount is not collectible. We do not have any reserves for bad debt at December 31, 2007.
Income taxes
The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”) at inception date. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. FIN 48 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing FIN 48, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2007 and 2006, no income tax expense has been incurred.
Basic and diluted loss per share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period ended December 31, 2007, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Stock-Based Compensation
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
Recent issued accounting Standards
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 allows the company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”. SFAS 141 (Revised) establishes principals and requirements for how an acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008.
Note 2 - Going concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of approximately $19,556,603 for the period ended December 31, 2007.
These conditions give rise to doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.
Note 3 - Income taxes
For the year ended December 31, 2007, the Company incurred net operating losses and accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2007, the Company had approximately $19,556,603 of federal and state net operating losses. The net operating loss carry forwards, if not utilized will begin to expire in 2015-2019.
The components of the Company’s deferred tax asset are as follows:
For financial reporting purposes, the Company has incurred a loss since inception to December 31, 2007. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2007. Further, management does not believe it has taken the position in the deductibility of its expenses that creates a more likely than not potential for future liability under the guidance of FIN 48.
A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:
Note 4 - Related party transactions
As of December 31, 2007, our sole officer and director, Mr. Kitts, advanced $39,500 for operating expenses. We have recorded a note payable to Mr. Kitts in the amount of $39,500. The note is bears interest at a rate of 8% per annum and is due on demand. As of December 31, 2007, we have accrued interest in the amount of $1,308.
Note 5 - Stockholders’ equity
We are authorized to issue 20,000,000 shares of $0.001 par value preferred stock and 500,000,000 shares of $0.001 par value common stock.
On August 10, 2007, the Company authorized a 100:1 reverse split of our common stock. All share information has been retroactively restated.
On July 31, 2007, the Company authorized the issuance of 35,000 shares of its common stock to an individual for services valued at $350 to be issued after the August 10, 2007 reverse stock split.
On November 17, 2007, the Company issued 25,471,450 shares of its restricted common stock to its then sole officer and director for services valued at $25,472.
Note 6 - Commitments
On October 2, 2007, the Company entered into a Business Development and Consulting Agreement with Reber America, Inc. a Canadian corporation whereby the Company has agreed to provide marketing and development services in exchange for a monthly fee of $20,000. Further the Company agreed to accrue all payments until such time Reber has obtained sufficient working capital resources.
On December 17, 2007, the Company authorized the issuance of 60,690 shares of common stock for consulting services valued at $930. The shares were unissued at December 31, 2007.
Note 7 - Subsequent events
On January 21, 2008, the Company authorized the issuance of 1,550,000 shares of its restricted common stock for legal, accounting and consulting services valued at $1,550.
On February 14, 2008, the Company formed Brisam Energy, Inc., a wholly owned subsidiary and entered into an agreement with Trillium Energy Group Ltd. (formerly Trillium Management Ltd.) a Canadian Corporation specializing in providing capital globally to companies focused in the natural resource sector.
On May 6, 2008, the former officer and director of the Company had 35,000,000 shares of the Company’s common stock issued to himself for purported services valued at $35,000. These shares have been placed on administrative hold with the Company’s transfer agent and are in dispute. However, as of the date hereof neither party has initiated a legal action regarding this issue.
On May 15, 2008, the Company issued 1,000,000 shares of its class A preferred stock to its sole officer and director for services.
Item 9.
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.
None.
Item 9A(T).
Item 9A(T). Controls and Procedures.
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods.
As of the end of the period covered by this report, Brian Kitts, our President and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon his evaluation, Mr. Kitts concluded that our disclosure controls and procedures were not effective in timely alerting him to material information required to be included in our periodic SEC reports. We were unable to meet our requirements to timely file our Exchange Act reports for the year ended December 31, 2007 through March 31, 2008. In addition, as of December 31, 2007 we had significant material weaknesses in our internal controls. Management evaluated the impact of our inability to timely file periodic reports with the Securities and Exchange Commission and the material weaknesses in our internal controls on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted in the inability to timely make these filings and our inadequate internal controls represented a material weakness.
Other than the deficiency and weakness described above, Mr. Kitts concluded that our disclosure controls and procedures are otherwise effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance, with respect to reporting financial information.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective at the reasonable assurance level as of December 31, 2007 due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency or combination of control deficiencies, which result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Mr. Kitts identified the following material weaknesses which have caused him to conclude that our disclosure controls and procedures were not effective at the reasonable assurance level:
1.
We do not yet have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and will be applicable to us for the year ending December 31, 2009. The Certifying Officers evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2.
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our extremely small size and the fact that we do not have any employees, other than our sole officer and director, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Mr. Kitts evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
3.
We do not have any employees, which means we lack the requisite expertise in the key functional areas of finance and accounting. In addition, this means we do not have available personnel to properly implement control procedures.
4.
We do not have a functioning audit committee or outside independent directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
5.
The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are no employees and only one officer and director with management functions and therefore there is lack of segregation of duties.
6.
There is a strong reliance on the external auditors and contract accountant to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.
7.
There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.
However, although our controls are not effective, these significant weaknesses did not result in any material misstatements in our financial statements. Our management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which is intended to mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and establishing an audit committee in the future.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information regarding our current directors and executive officers. Our executive officers serve one-year terms.
Name
Age
Position
Brian Kitts
President, Principal Executive and Financial Officer and Director
Brian Kitts, served as our sole officer and director from October 1, 2007 through January 29, 2008 and was again appointed as our sole officer and director on May 5, 2008. Since 1995 Mr. Kitts has served as an industry consultant for various private clients and manufacturers. Mr. Kitts founded and was the President of Beechwood Design in 1983, a private company specializing in store fixture design and manufacturing. He built Beechwood Design from 4 employees and $300,000 in revenue in 1983 to 140 employees and $7,000,000 in revenues in 1995, at which time he sold the company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this report they were not current in his 16(a) reports.
Board of Directors
Our board of directors currently consists of one member, Mr. Kitts. Our directors serve one-year terms.
Committees of the Board of Directors
Our board of directors does not have any standing committees.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, as well as to directors, officers and employees of each subsidiary of the Company. Our Code of Ethics is attached hereto as Exhibit 99.1. A copy of our Code of Business Conduct and Ethics will be provided to any person, without charge, upon request. Contact Brian Kitts at 702-448-8150 to request a copy of the Code or send your request to Brisam Corporation, Attn: Brian Kitts, 500 N. Rainbow Blvd., Suite 300, Las Vegas, Nevada 89107. If any substantive amendments are made to the Code of Business Conduct and Ethics or if we grant any waiver, including any implicit waiver, from a provision of the Code to any of our officers and directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K.
Limitation of Liability of Directors
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
Depending on the number of residents in the state of Nevada who own our shares, we could be subject to the provisions of Sections 78.378 et seq. of the Nevada Revised Statutes which, unless otherwise provided in a company’s articles of incorporation or by-laws, restricts the ability of an acquiring person to obtain a controlling interest of 20% or more of our voting shares. Our articles of incorporation and by-laws do not contain any provision which would currently keep the change of control restrictions of Section 78.378 from applying to us.
We are subject to the provisions of Sections 78.411 et seq. of the Nevada Revised Statutes. In general, this statute prohibits a publicly held Nevada corporation from engaging in a “combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the combination or the transaction by which the person became an interested stockholder is approved by the corporation’s board of directors before the person becomes an interested stockholder. After the expiration of the three-year period, the corporation may engage in a combination with an interested stockholder under certain circumstances, including if the combination is approved by the board of directors and/or stockholders in a prescribed manner, or if specified requirements are met regarding consideration. The term “combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did own, 10% or more of the corporation’s voting stock. A Nevada corporation may “opt out” from the application of Section 78.411 et seq. through a provision in its articles of incorporation or by-laws. We have not “opted out” from the application of this section.
Apart from Nevada law, however, our articles of incorporation and by-laws do not contain any provisions which are sometimes associated with inhibiting a change of control from occurring (i.e., we do not provide for a staggered board, or for “super-majority” votes on major corporate issues). However, we do have 19,000,000 shares of authorized “blank check” preferred stock and 1,000,000 Series A Convertible Preferred shares outstanding, which could be used to inhibit a change in control.
Item 11.
Item 11. Executive Compensation.
The following table sets forth summary compensation information for the fiscal year ended December 31, 2007 for our Chief Executive Officer, Mr. Brian Kitts, who was appointed on October 1, 2007. We did not have any other executive officers as of the end of fiscal 2007 whose total compensation exceeded $100,000 and no compensation was paid to Mr. Kitts or our former executive officers in fiscal 2006. We refer to Mr. Kitts as our named executive officer elsewhere in this report.
Summary Compensation Table
Name and Principal Position
Fiscal Year
Salary
($)
Bonus ($)
Stock Awards
($)
All Other Compen-sation
($)
Total
($)
Brian Kitts, President, CEO, Principal
$25,471.45 (1)
$25,471.45
Financial and Accounting Officer
(1)
Amount represents the estimated total fair value of stock issued to Mr. Kitts under SFAS 123(R).
Outstanding Equity Awards at 2008 Fiscal Year-End
We did not have any outstanding equity awards as of December 31, 2007.
Option Exercises for Fiscal 2008
There were no options exercised by our named executive officer in fiscal 2007.
Potential Payments Upon Termination or Change in Control
We have not entered into any compensatory plans or arrangements with respect to our named executive officer, which would in any way result in payments to such officer because of his resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or a change in his responsibilities following a change in control.
Director Compensation
We did not pay our directors any compensation during fiscal 2007 or 2006.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about the ownership of our common stock on July 31, 2008 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director. The percentage of beneficial ownership for the following table is based on 65,118,246 shares of common stock outstanding.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after July 31, 2008 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Brisam’s common stock.
(1)
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).
(2)
Figures are rounded to the nearest tenth of a percent.
(3)
Includes 1,000,000 shares held by Mr. Kitts’ wife, 300,000 shares held by Mr. Kitts’ children/step-children, and 100,000,000 shares issuable upon conversion of Series A Convertible Preferred Stock owned by Mr. Kitts.
(4)
Includes 35,000,000 shares that have been placed on administrative hold and are in dispute.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We were a party to the following transactions or series of similar transactions that have occurred during fiscal 2007 in which:
•
The amounts involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years ($8,420); and
•
A director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
On November 16, 2007, we issued 25,471,450 shares of common stock to Brian Kitts for his services as our sole officer and director valued at $25,471.45.
As of December 31, 2007, our sole officer and director, Mr. Kitts, advanced $39,500 for operating expenses. We have recorded a note payable to Mr. Kitts in the amount of $39,500. The note is bears interest at a rate of 8% per annum and is due on demand. As of December 31, 2007, we have accrued interest in the amount of $1,308.
Related Party Transactions Subsequent to Year End
On January 21, 2008, we authorized the issuance of 500,000 shares of common stock to Ira Lyons for consulting services valued at $500. These shares were issued on April 17, 2008.
On May 6, 2008, Ira Lyons, our previous sole officer and director, issued 35,000,000 shares of common stock to himself. These shares are on administrative hold and in dispute.
On May 15, 2008, we issued 1,000,000 shares of Super Voting Class A Preferred Stock (“Class A Preferred Stock”) to Brian Kitts for resuming his services as our sole officer and director.
Because we have one officer and director, Mr. Kitts, we do not have any independent directors.
Item 14.
Item 14. Principal Accountant Fees and Services.
Moore & Associates, Chartered served as our principal independent public accountants for fiscal 2007 and 2006. Aggregate fees billed to us for the years ended December 31, 2007 and 2006 by Moore & Associates were as follows:
(1)
Audit Fees include fees billed and expected to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of the Company’s financial statements for such period included in this Annual Report on Form 10-K and for the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-QSB filed with the Securities and Exchange Commission.
(5) Audit Committee Policies and Procedures
We do not have an audit committee; therefore our sole director pre-approves all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. Our sole director then makes a determination to approve or disapprove the engagement of Moore & Associates for the proposed services. In fiscal 2007, all fees paid to Moore & Associates were unanimously pre-approved in accordance with this policy.
(6) Less than 50 percent of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this report:
(a) 1. Financial Statements
Page
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
(b) 2. Financial Statement Schedules
None.
(c) 3. Exhibit Index
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRISAM CORPORATION
By: /s/ Brian Kitts
Brian Kitts, President
Date: September 9, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.
Name
Title
Date
/s/ Brian Kitts
President, Secretary, Treasurer and Director
September 9, 2008
Brian Kitts
(Principal Executive, Principal Financial and Principal Accounting Officer)