Item 1. Business.
THE COMPANY
Action Industries, Inc. was incorporated as a Georgia corporation in December, 1995, but it had no activity prior to August, 2003. The Company is a provider of prepaid telecommunications products and services in North America. We purchase long distance minutes from the owners of a prepaid phone card switching platform and then we sell the minutes to consumers who are authorized to access the network and its features for the number of minutes purchased. We currently purchase our long distance calling cards and related long distance minutes from Best Telecom, Inc., and we expect to continue to purchase the cards from that company, although we have no exclusive contract with Best Telecom, Inc. We may purchase cards from another vendor in the future. We offer convenient, easy-to-use and cost effective telecommunications solutions to individuals and small businesses primarily through the Action Industries phone card. These cards are marketed under the brand name "Talk the Talk." Talk the Talk is a brand name developed by us and to our knowledge, no other Company will use that name in connection with the sale of long distance calling cards. The Talk the Talk card provides consumers with a single point of access to prepaid telecommunications services and a fixed rate charge per minute regardless of the time of day or, in the case of domestic calls, the distance of the call. The Company's services include domestic calling, international long distance calling, as well as enhanced features, such as speed dial, message delivery, sequential calling, conference calling, content delivery, and voice and fax mailboxes. The Talk the Talk card may be recharged with a major credit card by phone or, in select retail locations, at the point of sale, allowing the user to add minutes as needed.
The Company's primary marketing and distribution focus is to target individuals in small businesses through local, regional and national retailers, including convenience stores, drug stores, supermarkets, food warehouse clubs, check cashing stores, gas stations, and discount stores. The product delivery system is an automatic card dispensing machine, which allows purchases at the point of sale. The card dispensing equipment is located in each store in close proximity to other types of vending machines.
INDUSTRY OVERVIEW
Major long distance providers such as AT&T, MCI, and Sprint dominate the nearly $100 billion US long distance industry. With the advent of new carriers in the changing market for telecommunications services the Company feels there is an opportunity for alternative long distance and telecommunications providers, including prepaid calling card sales. The Company believes that the affordable pricing, convenience and enhanced features of prepaid calling cards will attract price sensitive consumers, business travelers, international callers and other users of long distance services.
PRODUCTS AND TELECOMMUNICATIONS SERVICES
The Talk the Talk card provides consumers with a single point of access to convenient, easy to use, cost-effective, telecommunications products and services at a fixed rate charge per minute or in the case of domestic calls, the distance of the call. The Talk the Talk card enables consumers to place local, long distance and international calls from virtually any touch-tone phone, without the need for coins, operator assistance, collect or other third party billed calls. Consumers can use the Talk the Talk card to place international long distance calls from the US to more than 200 countries at rates that are generally lower than the standard plan rates currently charged by AT&T, MCI and Sprint or the rate charged for a direct call from a payphone or hotel room. A connection through the Talk the Talk platform also costs less than a typical operator assisted connection or a collect call. Consumers can also utilize the Talk the Talk card to make international calls to the United States from more than 30 foreign countries.
Consumers access the services of the Talk the Talk card by dialing a toll-free number and entering a PIN printed on the back of the card. The system explains the service on a user's first call and guides callers through all of the card's features. Prior to any call being processed, the system will inform the caller of the time remaining on the card. The consumer is notified when there are five minutes and again when there are two minutes of calling time remaining on
the Talk the Talk card. Time spent on a call or using the enhanced features will be automatically deducted from the remaining time on the card or billed to a preauthorized corporate account.
Consumers will have the option of accessing the following services:
Speed Dial. Consumers can create their own personal speed dial directory which can then be accessed each time the consumer uses the PIN on which directory has been created. This feature permits consumers to place calls to any of nine frequently dialed numbers by pressing two buttons. Talk the Talk will provide a first-time user of a particular PIN with a limited amount of free time to set up their personal speed dial directory. The personal speed dial directory created by the consumer is inaccessible to the consumer once all of the prepaid minutes on the Talk the Talk card associated with the directory have been utilized. Management believes that the speed dial feature increases the likelihood that consumers will recharge their cards in order to retain their personal speed dial directory.
Message Delivery. Consumers can record a message for the recipient of a call if the recipient does not answer or if the line is busy. Talk the Talk's system will make multiple attempts to deliver the message over a period of six hours and then notify the consumer the next time the consumer accesses Talk the Talk's system whether the message was delivered and, if so, the time at which it was delivered.
Sequential Calling. Consumers can make additional calls without exiting the platform and entering it again. Management believes that this feature encourages customers to place multiple phone calls each time they use their Talk the Talk cards.
Conference Calling. Consumers can initiate conference calls from virtually any touch-tone phone by adding a third party to the call. The conference-calling feature is automated and does not require operator assistance. Voice prompts assist the consumer through the procedure to establish the conference call. A consumer using the conference-calling feature will deduct time on two outbound calls, therefore leveraging the revenues to the Company.
Content Delivery. Consumers will be able to access headline news, sports updates and other information updates, provided by Talk the Talk through a digital feed from on-line service suppliers. These services are frequently updated, and the information is accessible by a series of menus presented to the consumer via voice prompts. Information is first presented in a general format, with the consumer then being given the option to retrieve more detailed information of the topic selected.
Voice and Fax Mailboxes. The Talk the Talk card provides consumers a secure, personalized voice mailbox on selected cards which allows them to receive, retrieve, save and delete voice mail messages from virtually any touchtone phone. Talk the Talk also offers consumers fax mailbox capability on selected cards which allows consumers to receive, store and retrieve facsimile transmissions at any time by forwarding the faxed information to any facsimile machine or personal computer in the US and certain other countries. The fax mailbox provides consumers with the convenience of controlling the time and location of receipt of facsimile transmissions, enhancing the consumer's ability to receive confidential facsimile's and receive facsimiles at multiple or changing locations. Each time the consumer accesses his or her Talk the Talk card, the consumer will be notified if there are any new voice mail messages or facsimiles. The consumer also will have the ability to elect to be notified of waiting facsimiles.
Online Recharge. The online recharge feature of the Talk the Talk card allows consumers to increase the number of minutes available on the Talk the Talk card without purchasing a new Talk the Talk card. This may be done by using a major credit card, at rates up to $.35 per minute. The recharge is effected by logging on to the internet site maintained by our supplier. We do not have a proprietary web site. Online recharge is designed to enable Talk the Talk to make direct sales to consumers to provide incentives to retailers to maintain Talk the Talk as the exclusive supplier to the retailer and to create brand loyalty. With respect to recharge sales, Talk the Talk continues to offer volume discounts, whereby consumers from time to time receive "free minutes" when recharging for the maximum time permitted and utilizes online advertising, in which a consumer is prompted to recharge his or her card. The Talk
the Talk card may also be recharged with a major credit card by calling Talk the Talk's consumer service department or, in select retail locations as point-of-sale, allowing the user to add minutes as needed.
MARKETING AND DISTRIBUTION
The Company markets it services through vending machines that dispense the long distance calling card. These machines accept monies and dispense cards in the proper denomination. These services are promoted by signs and stickers attached to the machine. In addition, direct solicitations will be made to vendors to become our distributors in consideration for a portion of the profit from the sale of the cards.
GROWTH PLAN
The Company plans to grow through the development of its prepaid calling card business, through joint ventures and through the acquisition of telecommunications and other businesses.
INTELLECTUAL PROPERTY
We currently have no copyrights or trademarks, but we regard our trade secrets, proprietary technology and similar intellectual property as critical to our success, and we rely on trade secret protection and appropriate laws to protect our intellectual property rights.
EMPLOYEES
As of December 31, 2008, we had a total of 2 employees, consisting of the Company President and Vice President, Joseph Meuse and Inna Sheveleva. Mr. Meuse and Ms. Sheveleva expect to devote approximately 30 hours per month to the affairs of the Company.
SERVICES AND PRODUCTS IN PREPAID PHONE CARDS
The Company's principal business is be the marketing and distribution of long distance calling cards for domestic calls and calls originating in the U.S. and terminating in selected countries. The Company negotiates the purchase of minutes from the owners of a prepaid phone card service provider on a discounted rate basis and then divides the block of minutes into discrete packages of minutes of long distance service tied to printed phone cards which are given an account designation identified by a PIN number. The cards are sold to distributors who place the cards in retail locations. The cards are sold for $5, $10, or $20 to retail customers. The discount from face value at which cards are bought and sold by the participants in the distribution chain varies depending upon the carrier and the features of the card, such as local versus toll free dial-up access, or the rates and geographic regions for which the card can be used.
Swiped like a credit card, the prepaid phone card easily fits into a standard wallet. Generally, the front face indicates the denomination of the card. The back of the card contains a scratch-off surface covering the card number and personal identification number (a “PIN”). Most domestic prepaid cards utilize remote memory technology, which permits users to place local, long distance and international calls from any touch-tone phone by dialing a toll-free or local access number to connect to a prepaid phone card switching platform. After being prompted to enter a PIN, the caller is advised of the value remaining on the card and is prompted to enter the telephone number to be called. The call is then routed to its destination. The per-minute charges for the call are automatically deducted from the prepaid account corresponding to the PIN as the call progresses.
Prepaid phone cards are distributed through a network of retail outlets, including convenience stores, newsstands, grocery stores, gas stations, and discount stores. Although prepaid phone card products are also sold through vending machines and, more recently, over Internet websites, the vast majority of phone card sales are still made through retail outlets.
COMPETITION
The prepaid phone card business is extremely fragmented and very cost competitive. Many of the Company's existing and potential competitors have financial, personnel, marketing, customer bases and other resources significantly greater than ours. As a result, they may be able to grow faster and more profitably. The Company believes that consolidation in the telecommunications industry will increase competition.
The marketing and pricing activities of major competitors, such as AT&T, MCI/WorldCom and Sprint significantly influence the industry. The Company believes that AT&T, MCI/WorldCom and Sprint historically have chosen not to concentrate their direct sales efforts on small and medium sized businesses and specialized niche markets, but these carriers still control about 85% of the total U.S. long distance market. AT&T, MCI/WorldCom and Sprint have also introduced new service and pricing options that are attractive to smaller commercial users, and they may market to these customers more aggressively in the future. AT&T and the seven regional Bell operating companies formerly a part of AT&T ("RBOC") have recently been allowed to modify rates and now may be more competitive in the market since they will be able to lower prices and modify service offerings. This may make it more difficult for the Company to compete for long distance customers. In addition, many large regional long distance carriers and new entrants in the industry will compete directly with the Company by concentrating their marketing and direct sales efforts on small to medium sized commercial users and to certain niche markets. These activities include national advertising campaigns and telemarketing programs.
Regulatory trends have had, and may continue to have, a significant impact on competition in the telecommunications industry. RBOC's can now provide, and are providing or have announced their intention to provide, long distance service originating (or in the case of "800" service, terminating) outside their local service areas or offered with other services, such a wireless services. The entry of these well-capitalized and well-known entities into the long distance service market could significantly change the competitive environment in which the Company operates.
Incumbent local exchange carriers, or "ILECs," are companies historically providing local telephone service.
If regulators remove regulations on ILECS they may become substantial competition in the pre-paid telephone industry
Item 1A.
Item 1A. RISK FACTORS
WE WILL FACE RISKS ENCOUNTERED BY SMALL CAP COMPANIES AND MAY BE UNSUCCESSFUL IN ADDRESSING THESE RISKS
We will face risks frequently encountered by small cap companies in new and rapidly evolving markets, including the market for long distance services. We may not succeed in addressing these risks, and our business strategy may not be successful. These risks include uncertainties about our ability to:
- attract a larger number of consumers for our services;
- sell prepaid calling cards;
- manage our operations;
- adapt to potential decreases in competitors long distance rates;
- successfully introduce new products;
- develop new, strategic relationships and alliances;
- attract, retain and motivate qualified personnel; and
- successful business acquisitions.
OUR QUARTERLY OPERATING RESULTS ARE UNCERTAIN AND MAY FLUCTUATE SIGNIFICANTLY, WHICH COULD NEGATIVELY AFFECT THE VALUE OF OUR STOCK
Our quarterly results of operations are likely to vary significantly from quarter to quarter. A number of factors are
likely to cause these variations, some of which are outside our control. These factors include:
- changes in revenue levels resulting from the seasonal buying and use cycles of individual and commercial subscribers;
- changes in advertising and marketing costs that we incur to attract purchasers;
- changes in our pricing policies, the pricing policies of our competitors or the pricing policies for telecommunications companies generally;
- the introduction of new products and services by us or by our competitors;
- interruptions in service.
We believe that our revenues, if any, will be subject to seasonal fluctuations as a result of general patterns of use that are typically higher during the fourth calendar quarter. In addition, expenditures by consumers and business tend to be cyclical, reflecting overall economic conditions and consumer buying patterns. Consequently, our results of operations could be harmed by a downturn in the general economy or a shift in consumer buying patterns.
WE FACE INTENSE COMPETITION FROM MARKETING-FOCUSED COMPANIES FOR CUSTOMERS AND MAY BE UNABLE TO COMPETE SUCCESSFULLY
We may be unable to compete successfully with current or future competitors. We face intense competition from many companies, to provide prepaid calling cards.
Many of our competitors, as well as a number of potential new competitors, have greater name recognition, and significantly greater financial, technical and marketing resources than us. These advantages may allow them to respond more quickly and effectively to new or emerging technologies and service demands. It may also allow them to engage in more extensive research and development, undertake farther-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees, strategic partners and advertisers.
OUR COMMON STOCK WILL BE CONTROLLED BY A SMALL NUMBER OF SHAREHOLDERS
Control of a large amount of our common stock by a small number of shareholders could have an adverse effect on the market price of our common stock. The holdings of the three largest shareholders when combined with the holdings of our officers and directors is approximately 78% of the outstanding shares of common stock. Mary Passalaqua, the current owner of 22% of our outstanding shares is the mother-in-law of our President, Stephanie Passalaqua. In addition, 24% of our current outstanding shares is owned by Probst Capital, LLC, which is beneficially owned by Richard W. Jones, a partner with the law firm of Jones & Haley, P.C., which serve as counsel to the Company. (See "Security Ownership of Certain Beneficial Owners and Management.")
NO ASSURANCE OF PROFITABILITY
We have experienced losses since our inception, and we may not be able achieve or maintain profitability in the future.
DEPENDENCE ON RETAILERS, DISTRIBUTORS AND SALES REPRESENTATIVES MAY ADVERSELY AFFECT SALES AND CASH FLOWS
Our distributor customers will not be contractually required to make future purchases of our products and could discontinue carrying or purchasing our products, at any time and for any reason. Distributors generally are in a strong position to negotiate favorable terms of sale, including price discounts. Further, resellers may give higher priority to products other than ours, thus reducing their efforts to sell our products
ACQUISITION TRANSACTIONS COULD BE UNSUCCESSFUL
If we engage in acquisition transactions in the future, those transactions could prove to be unsuccessful and that
could reduce our earnings and our stock price.
As part of our business strategy, we may make acquisitions of, or investments in, companies, businesses, products or technologies. Any such future acquisitions would be accompanied by the risks commonly encountered in such acquisitions. Those risks include, among other things:
- the difficulty of assimilating the operations and personnel of the acquired companies,
- the potential disruption of our business or business plan,
- the diversion of resources from our existing businesses, and products,
- the inability of management to integrate acquired businesses or assets into our business plan, and
- additional expense associated with acquisitions.
There can be no assurance we would be successful in overcoming these risks or any other problems encountered with such acquisitions, and our inability to overcome such risks could have a material adverse effect on our business, financial condition and results of operations.
NO DIVIDENDS
We have never paid any cash dividends on the common stock and we do not anticipate paying any dividends in the foreseeable future.
POSSIBLE ISSUANCE OF ADDITIONAL SHARES WITHOUT STOCKHOLDER APPROVAL COULD DILUTE STOCKHOLDERS
As of the date of this prospectus, we have an aggregate of 11,300,000 shares of common stock outstanding. Although there are currently no other material plans, agreements, commitments or undertakings with respect to the issuance of additional shares of common stock or securities convertible into any such shares, any shares issued would further dilute the percentage ownership of our common stock held by our stockholders.
PENNY STOCK REGULATIONS COULD INHIBIT THE TRADING OF OUR STOCK
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Prior to a transaction in a penny stock, a broker-dealer is required to:
- deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market;
- provide the customer with current bid and offer quotations for the penny stock;
- explain the compensation of the broker-dealer and its salesperson in the transaction;
- provide monthly account statements showing the market value of each penny stock held in the customer's account; and
- make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our shares are currently thinly traded and they are subject to the penny stock rules and as such investors may find it more difficult to sell their shares.
WE WILL DEPEND ON OTHER COMPANIES FOR OUR LONG DISTANCE SERVICES
We do not own a long distance network. Therefore, we will be dependent on others for the supply of long distance minutes. We purchase our cards from a long distance provider that supplies our long distance minutes that we then
resale. Accordingly, we do not currently have contracts with suppliers for the purchase and delivery of such minutes. Failure to obtain service from a long distance provider could result in significant delivery delays, thereby adversely affecting our anticipated marketing efforts, customer relations, revenues and profitability. Our relationships with our customers could be adversely affected by failures in the networks and services of third party providers. There is no assurance we will be able to obtain the long distance minutes and services from third party providers or that we will be able to obtain such services at a bulk rate that makes our business plan viable. Also, termination or impairment of our relationship with key suppliers could adversely affect our revenues and results of operations.
FAILURE TO IMPLEMENT AND DELIVER NEW TECHNOLOGIES COULD RESULT IN THE LOSS OF REVENUES AND REDUCE THE LIKELIHOOD OF PROFITABILITY
The ability to maintain revenues and achieve profitability in the telecommunications industry is dependent to some extent on the ability of the service providers to integrate and deliver new and emerging technologies. Accordingly, our success and ability to increase our revenues will be affected by our ability to integrate such technologies in our services to customers.
OUR PROPOSED OPERATIONS WOULD SUFFER IF COSTS FOR LONG DISTANCE SERVICES INCREASE
Our proposed business will rely upon low cost access to long distance services. Should the cost of such services become subject to additional taxes, tariffs, user fees or other costs, our anticipated profit margins may deteriorate. This occurrence would have a material adverse effect on our ability to operate profitably, or at all.
OUR PROPOSED OPERATIONS WOULD SUFFER IF CHARGES FOR TRADITIONAL LONG DISTANCE TELEPHONE SERVICE DECLINE
We intend for our rates for long distance telephone calls to generally be less than the telephone charges for the same long-distance service that the customer would pay to a primary seller of such services. Our ability to undersell such primary seller arises as a result of our proposed bulk purchases. We believe our lower rates will be one of the most important factors in our ability to attract and retain customers. Therefore, narrowing of the differential between the rates charged to our customers and the cost of long distance telecommunications services provided by competitors or traditional long distance carrier's customers would have a significant adverse effect on us.
WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND ADDITIONAL FINANCING MAY NOT BE AVAILABLE
We currently anticipate that our available cash resources combined with loans from current shareholders will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months. We may need to raise additional capital, however, to fund more rapid expansion, to develop new and to enhance existing services to respond to competitive pressure, and to acquire complementary business or develop products.
If we raise additional funds through further issuances of equity or convertible debt securities, the percentage ownership of our current stockholders will be reduced and holders of those new securities may have rights, preferences and privileges senior to those of our current Shareholders.
In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If adequate funds are not available or are not available on terms favorable to us, our business, results of operations and financial condition could be adversely affected.
WE FACE RISKS ASSOCIATED WITH GOVERNMENTAL REGULATION OF THE LONG DISTANCE AND TELECOMMUNICATIONS INDUSTRY
Our prepaid long distance business is subject to the rules and regulations of various federal, state and local
regulatory agencies. Regulatory and legal requirements are subject to change and may become more restrictive, making our compliance more difficult or expensive or otherwise restricting our ability to conduct our business as we plan. Changes in these regulatory and legal requirements could adversely impact our financial performance.
BECAUSE WE HAVE LIMITED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.
We were incorporated on December 4, 1995, but the Company had no business operations until August 1, 2003. We have incurred losses of $72,465 as of December 31, 2008. Accordingly, you can evaluate our business, and therefore our future prospects, based only on a limited operating history. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises.
WE FACE RISKS ASSOCIATED WITH A LARGE CUSTOMER AND THE LOSS OF THAT CUSTOMER COULD HAVE A NEGATIVE IMPACT ON THE COMPANY'S REVENUES.
During the year ended December 31, 2008, all of the Company's revenues were received from one customer - Tuly Hills, Inc. The loss of such a customer could result in severe financial hardship to the Company, unless the Company is able to replace that customer with a comparable customer or customers.
THERE MAY EXIST CONFLICTS OF INTEREST ON THE PART OF OUR OFFICERS AND DIRECTORS.
Our directors and officers are or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses. Each of our officers and directors is engaged in business activities outside of the Company. There exist potential conflicts of interest including, among other things, time, effort and business combinations with other such entities.
THE REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our independent auditors have raised substantial doubt about our ability to continue as a going concern. Accordingly, we may never be able to achieve significant revenues and therefore remain a going concern.
THIS ANNUAL REPORT STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US, OUR INDUSTRY AND TO OTHER BUSINESSES.
These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
Item 2.
Item 2. Properties.
The Company currently rents its office space and office equipment from its management. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item 3.
Item 3. Legal Proceedings.
Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated against us.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant’s Related Stockholder Matters and Small Business Issuer Purchases of
Equity Securities.
(a)
MARKET INFORMATION. Our common shares are quoted for trading on the OTC Bulletin Board under the symbol "ACTN". The closing price of our common stock, as reported by the OTC Bulletin Board on December 31, 2008, was $0.05.
*Over-the-counter market quotations reflects high and low bid quotations and inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Our transfer agent and registrar for our common stock is Old Monmouth Stock Transfer, Inc. Their address is 200 Memorial Parkway, Atlantic Highland, New Jersey 07716. Their telephone number is (732) 872-2727. Their fax number is (732) 872-2728.
(b)
HOLDERS. As of December 31, 2008, there were approximately 60 record holders of 11,300,000 shares of the Company's common stock.
(c)
DIVIDEND POLICY. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.
(d)
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan.
(e)
RECENT SALES OF UNREGISTERED SECURITIES. During the year ended December 31, 2008, we did not have any sales of securities that were not registered under the Securities Act of 1933, as amended.
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.
BASIS OF PRESENTATION
We prepare our financial statements in accordance with generally accepted accounting principles, which require that management make estimates and assumptions that affect reported amounts. Actual results could differ from these estimates.
Certain of the statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
THE TWELVE MONTHS ENDED DECEMBER 31, 2008 COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2007
REVENUES
Our total revenue decreased by $520 approximately 16%, from $3,155 in the twelve months ended December 31, 2007 to $2,635 in the twelve months ended December 31, 2008. This decrease is due to a lower demand for phone cards from the major customer of Action Industries, Tully Hill.
COSTS OF SALES
Our overall cost of sales decreased by $353 or approximately 10%, from $3,437 in the twelve months ended December 31, 2007 to $3,084 in the twelve months ended December 31, 2008. Depreciation expense increased by $212 in the twelve months ended December 31, 2008 when compared with the twelve months ended December 31, 2007. This increase was due to the purchase and depreciation of computer equipment at the end of the year in 2007. We own telephone equipment which provides a service for a number of years. The term of service is commonly referred to as the "useful life" of the asset. Because an asset such as telephone equipment or motor vehicle is expected to provide service for many years, it is recorded as an asset, rather than an expense, in the year acquired. A portion of the cost of the long-lived asset is reported as an expense each year over its useful life and the amount of the expense in each year is determined in a rational and systematic manner.
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses increased by $1,659 or approximately 12%, from $13,518 in the twelve months ended December 31, 2007 to $15,177 in the twelve months ended December 31, 2008. Professional fees increased by $4,835 over the same period in 2007. These are fees we pay to accountants, bookkeepers and attorneys throughout the year for performing various tasks. General and Administrative expenses, made up primarily of office expense, and postage and delivery expense decreased by $2,505 when comparing the twelve month period ending December 31, 2008 to the twelve month period December 31, 2007. The bulk of the expense in 2008 was used for accounting services.
GOING CONCERN QUALIFICATION
In their Independent Auditor's Report for the fiscal year ending December 31, 2008, Robison, Hill & Co. states that we have incurred annual losses since inception raising substantial doubt about our ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2008, the Company had net equipment, phone card inventory, and cash assets of $5,302. At December 31, 2008 the Company has total liabilities of $45,767, including the loans from a shareholder in the amount of $31,400 that are accruing simple interest at a rate of 8 % and 10% per annum and are payable upon demand. The current interest outstanding is $3,114 related to these notes.
CASH FLOW
Our primary sources of liquidity have been cash from operations and shareholder loans.
WE MAY HAVE TO DISCONTINUE OPERATIONS.
If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may not be able to remain a viable company and may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in the fiscal years of 2007 and 2008. The company has experienced a cumulative loss of $(72,465) since inception to December 31, 2008. Our net losses were $(18,111) and $(14,577) in the twelve months ending December 31, 2008 and 2007 respectively and the losses are projected to continue in 2009. We have been concentrating on the development of our products, services and business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.
COMMON STOCK
We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.001. There are 11,300,000 shares of Common Stock issued and outstanding as of December 31, 2008. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the Company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.
Item 7A.
Item 7A. Quantitive and Qualitative Disclosure About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
-:-
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’ REPORT
DECEMBER 31, 2008
ROBISON, HILL & CO.
Certified Public Accountants
A PROFESSIONAL CORPORATION
BRENT M. DAVIES, CPA
DAVID O. SEAL, CPA
W. DALE WESTENSKOW, CPA
BARRY D. LOVELESS, CPA
STEPHEN M. HALLEY, CPA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Action Industries, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Action Industries, Inc (a development stage company) as of December 31, 2008, and 2007, and the related statements of operations, and cash flows for the years ended December 31, 2008, and 2007, and the cumulative since December 4, 1995 (inception) to December 31, 2008, and the statement of stockholder’s equity since December 4, 1995 (inception) to December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Action Industries, Inc (a development stage company) as of December 31, 2008, and 2007 and the results of its operations and its cash flows for the years ended December 31, 2008, and 2007 and the cumulative since December 4, 1995 (inception) to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses of approximately $72,000, has a liquidity problem and has minimal revenues, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
April 1, 2009
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Action Industries, Inc. (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Nature of Operations and Going Concern
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Action Industries, Inc. (hereto referred to as the “Company”) will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $72,000 for the period from December 4, 1995 (inception) to December 31, 2008, has an accumulated deficit, has recurring losses, has minimal revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a “going concern”
These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Organization and Basis of Presentation
The Company was originally incorporated under the laws of the State of Georgia on December 4, 1995. On January 9, 2008, Action Industries Inc., a newly formed Nevada Corporation entered into a merger agreement with Action Industries Inc., Georgia Corporation. In the merger agreement it was stated that the only surviving entity would be Action Industries Inc., Nevada Corporation (the “Company”) and as a result of the merger all the outstanding shares of the “disappearing” Action Industries, Georgia Corporation shall be exchanged for shares in the newly formed Nevada Corporation.
As of March 11, 2008, the Company is incorporated under the laws of the State of Nevada. The Company is in the development stage, and has not commenced planned principal operations. The Company has a December 31 year end.
Nature of Business
The Company is primarily in the business of providing prepaid long distance calling cards and other telecommunication products.
Our principal executive offices are located at: 8744 Riverside House Path Brewerton, NY 13029. Our telephone number is (315) 703-9012.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
The Company generates revenues by selling pre-paid phone cards in increments of $ 5 and $10. The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. The Company recognizes revenue when the earnings process is complete. That is, when the arrangements of the goods are documented, the pricing becomes final and collectibility is reasonably assured. An allowance for bad debt is provided based on estimated losses. For revenue received in advance for goods, the Company records a current liability classified as either deferred revenue or customer deposits. As of December 31, 2008 and 2007, there was no deferred revenue.
Allowance for Doubtful Accounts
The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of December 31, 2008 and 2007, the Company has determined an allowance for doubtful accounts is not necessary.
Major Customer
During the years ended December 31, 2008 and 2007, one customer accounted for 97% and 81% of the Company’s revenues. In 2008 the Company had revenues of $2,560 from Tully Hill. The total revenues were $2,635. In 2007, the Company had revenues of $ 2,560 from Tully Hill and total revenues were $3,155. The loss of this customer would adversely impact the business of the Company.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Major Supplier
During the years ended December 31, 2008 and 2007 one supplier, Best Telecom accounted for 100% of the inventory purchased. The loss of this supplier would adversely impact the business of the Company.
Inventory
The Company’s inventory consists entirely of phone cards. Inventory is recorded at the lower of cost or market, with cost determined on a first-in, first-out basis and market based upon the replacement cost or realizable value. As of December 31, 2008 and 2007, inventory was valued at $914 and $2,120, respectively.
Fixed Assets
Fixed assets are stated at cost. Depreciation expense was $1,475 and $1,263 for the years ended December 31, 2008 and 2007 respectively. Depreciation and amortization are computed using the full month, straight-line method over the estimated economic useful lives of the related assets as follows:
Asset
Rate
Phone Card Machines
7 years
Asset
Rate
Computer Equipment
4 years
Maintenance and repairs are charged to operations; betterments are capitalized. The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company had cash and cash equivalents of $743 and $494 as of December 31, 2008 and 2007 all of which was fully covered by federal depository insurance.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Share
Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders’ by the weighted average number of common shares outstanding during the period. There were no common equivalent shares outstanding during the periods ended December 31, 2008. and 2007.
Financial Instruments
The Company’s financial assets and liabilities consist of cash, inventory, accounts receivable, property and equipment, and accounts payable. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the sort-term maturities of these instruments.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.109, “Accounting for Income Taxes.” SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassification
Certain reclassifications have been made in the 2007 financial statements to conform to the December 31, 2008 presentation.
Stock-Based Compensation
Effective January 1, 2006, the company adopted the provisions of SFAS No. 123 (R) requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. Prior to June 1, 2006, the company accounted for awards granted to employees under its equity incentive plans under the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended. No stock options were granted to employees during the years ended December 31, 2008 and 2007, and accordingly, no compensation expense was recognized under APB No. 25 for the years ended December 31, 2008 and 2007. In addition, no compensation expense is recognized under provisions of SFAS No. 123 (R) with respect to employees as no stock options where granted to employees.
Under the modified prospective method of adoption for SFAS No. 123 (R), the compensation cost recognized by the company beginning on June 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not vested as of June 1, 2006, based on the grant-dated fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all equity incentive awards granted subsequent to June 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No, 123 (R). The company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award. To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the dated of implementation, the company followed the alternative transition method discussed in FASB Staff Position No. 123 (R)-3. During the periods ended December 31, 2008 and 2007, no stock options were granted to non-employees. Accordingly, no stock-based compensation expense was recognized for new stock option grants in the Statement of Operations and Comprehensive Loss at December 31, 2008 and 2007.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Standards
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financials Accounting Standards (“SFAS”) No. 141R, “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141 “Business Combinations”. SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interest, contingent consideration, and certain acquired contingencies. SFAS 141R also requires acquisition-related transaction expenses and restructuring cost be expensed as incurred rather than capitalized a component of the business combination. SFAS 141R will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141R would have an impact on accounting for any business acquired after the effective date of this pronouncement.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). SFAS 160 also requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at its fair value. Upon adoption of SFAS 160, the Company would be required to report any noncontrolling interests as a separate component of stockholders’ deficit. The Company would also be required to present any net income attributable to the stockholders of the Company separately in its condensed consolidated statement of operations. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 shall be applied prospectively. SFAS 160 would have an impact on the presentation and disclosure of the noncontrolling interests of any non-wholly owned business acquired in the future.
In March 2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 2 - INCOME TAXES
As of December 31, 2008, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $74,000 that may be offset against future taxable income through 2028. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.
Net Operating Losses
$ 11,100
$ 8,541
Valuation Allowance
(11,100)
$ (8,541)
$ -
$ -
The provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows:
Provision (Benefit) at US Statutory Rate
$ (2,711)
$ (2,187)
Increase (Decrease) in Valuation Allowance
2,559
2,074
Other Adjustments
$ -
$ -
The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.
NOTE 3 - UNCERTAIN TAX POSITIONS
Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s financial position and results of operations. At January 1, 2007, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 3 - UNCERTAIN TAX POSITIONS (continued)
Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s financial position and results of operations. At January 1, 2007, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.
Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended December 31, 2008. In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities.
With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2005. The following describes the open tax years, by major tax jurisdiction, as of January 1, 2009:
United States (a)
2005 - Present
(a) Includes federal as well as state or similar local jurisdictions, as applicable.
NOTE 4- DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a development stage company, the Company will have recurring losses during its development stage. The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 5 - COMMITMENTS
As of December 31, 2008, all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.
NOTE 6 - RELATED PARTY TRANSACTIONS
A Shareholder of the Company, Oxford Financial Group, has advanced the Company $31,400. These notes accrue simple interest at a rate of 8% and 10% annually and are payable upon demand. As of December 31, 2008, the company owes $31,400 relating to the principal on these notes and $3,114 in accrued simple interest.
As of December 31, 2008, the Company currently has a Related Party Accounts Payable in the amount of $1,738 due to Lyboldt-Daly, Inc. for Bookkeeping expenses. Joseph Passalaqua (husband to Mary Passalaqua a major shareholder, and an in-law to both Stephanie Passalaqua and Inna Sheveleva officers of the Company) is President and Sole Director of Lyboldt-Daly, Inc. Total bookkeeping services during the year ended December 31, 2008 and 2007 were $3,549 and $3,014, respectively.
NOTE 7- COMMON STOCK TRANSACTIONS
On September 10, 2003, the Company issued 9,000,000 shares of common stock in exchange for phone equipment valued at $8,100 and prepaid expenses valued at $900.
On February 26, 2004, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On March 1, 2004, the Company issued 500,000 shares of common stock for cash at $0.01 per share.
On March 9, 2005, the Company issued 450,000 shares of common stock for consulting fees valued at $4,500.
On March 31, 2005, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On May 12, 2005, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On September 22, 2005, the Company issued 450,000 shares of common stock for cash at $0.01 per share.
ACTION INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
On September 24, 2005, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On January 27, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On January 31, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On February 2, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On February 4, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
On February 10, 2006, the Company issued 100,000 shares of common stock for cash at $0.01 per share.
.
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
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company's principal executive officer and principal financial officer have evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation these officers have concluded that as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The Company's internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, management used the framework set forth in the report entitled "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission, or ("COSO"). The COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that the Company's internal control over financial reporting were effective as of December 31, 2008:
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
Regulatory Statement
This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company 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 the Company's directors and executive officers for the fiscal year ended December 31, 2008:
NAME
POSITION
AGE
Joseph Meuse
President, Chief Executive Officer and Director
Inna Sheveleva
Secretary, Principal Financial Officer and Director
Our officers and directors are elected for a term of one year or until their successor is elected. Set forth below is a brief description of the background of our officers and directors.
Our Board of Directors is elected annually by our stockholders. Ms. Sheveleva has served as a director of the Company since August, 2003 and Mr. Meuse has served as a director since February, 2009. Directors receive no cash compensation for their services to us as directors, but are reimbursed for expenses actually incurred in connection with attending meetings of the Board of Directors.
The following sets forth certain information concerning the Company's officers and directors.
Mr. Meuse is the founder and president of Belmont Partners, an international financial consulting firm that specializes in reverse merger transactions. He is also the co-owner of PacWest LLC, a registered stock transfer agency and a principal of Global Filings, a company that provides Edgarizing services. Mr. Meuse has 13 years of financial management and advisory experience and holds Series 7, 24 and 6 licenses.
Inna Sheveleva has been the Secretary, Principal Financial Officer and a Director of the Company since 2003. Ms. Sheveleva attended The College of Arts located in Moscow, Russia where she received a Bachelor of Arts Degree in Drama. She also earned a Masters Degree in Drama in 1982. She co-produced and performed in a children's program that was televised throughout the Soviet Union. Ms. Sheveleva immigrated to the United States and since 1998 she has owned and operated Sheveleva Upholstery and Seamstery, a sole proprietorship.
(b) Significant Employees.
As of the date hereof, the Company has no significant employees.
(c) Family Relationships.
None.
(d) Involvement in Certain Legal Proceedings.
None.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Exchange Act requires the Company's directors and officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of the forms received by it during the fiscal year ended December 31, 2008 and representations that no other reports were required, the Company believes that no persons who, at any time during the fiscal year, was a director, officer or beneficial owner of more than 10% of the Company's common stock failed to comply with all Section 16(a) filing requirements during such fiscal year.
Code of Ethics
We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, because our stock is not trading on any exchange that would require such a code.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit Committee
Our Board of Directors acts as our audit committee. We do not have a qualified financial expert at this time, because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert.
Item 11.
Item 11. Executive Compensation.
The following table sets forth the cash compensation paid by the Company to its President and all other executive officers for services rendered during the fiscal year ended December 31, 2008.
Name and Position
Year
Total Compensation
Joseph Meuse, President/Director
None
None
Inna Sheveleva, Secretary/Director
None
None
Director Compensation
We do not currently pay any cash fees to our directors, but we pay directors' expenses in attending board meetings. During the year ended December 31, 2008 no director expenses were reimbursed.
Employment Agreements
The Company is not a party to any employment agreements.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2008, by (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each of our officers and directors; and (iii) all of our directors and officers as a group.
Name and Address of Beneficial Owner
Amount and Nature of Common Stock Beneficially Owned
Percentage Ownership of Common Stock
Inna Sheveleva
4055 Wetzel Road
Liverpool, NY 13088
450,000
4.0%
Probst Capital, LLC
115 Perimeter Center Place
Suite 170
Atlanta, GA 30346
2,700,000(2)
24.0%
Mary Passalaqua
106 Glenwood Drive South
Liverpool, NY 13090
2,500,000
22.1%
Joan Fortman
7417 Herstone Green Drive
Charlotte, NC 28277
2,631,500
24.0%
All Officers and Directors
As a Group (2 persons)
450,000
4.0%
_____________________________________________________________________________________________
(1) Applicable percentage ownership is based on 11,300,000 shares outstanding as of December 31, 2008. There are no options, warrants, rights, conversion privilege or similar right to acquire the common stock of the Company outstanding as of December 31, 2008.
(2) Probst Capital, LLC is a Georgia limited liability company and it is beneficially owned by Richard W. Jones, a partner with the law firm of Jones & Haley, P.C., which serves as counsel to the Company.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
None.
Item 14.
Item 14. Principal Accountant Fees and Services.
Robison Hill & Company ("RHC") is the Company's independent registered public accountant.
Audit Fees
The aggregate fees billed by RHC for professional services rendered for the audits of our annual financial statements and reviews of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $17,184 for the fiscal year ended December 31, 2007 and $8,661 for the fiscal year ended December 31, 2008.
Audit-Related Fees
The aggregate fees billed by RHC for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements were $0 for the fiscal year ended December 31, 2007, and $0 for the fiscal year ended December 31, 2008.
Tax Fees
The aggregate fees billed by RHC for professional services for tax compliance, tax advice and tax planning for the fiscal year ended December 31, 2007 were $116 and $39 for the fiscal year ended December 31, 2008.
All Other Fees
The aggregate fees billed by RHC for other products and services were $0 for the fiscal year ended December 31, 2007 and $0 for the fiscal year ended December 31, 2008.
Pre-approval Policy
We do not currently have a standing audit committee. The services described above were approved by our Board of Directors.
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
Index to Exhibits
Exhibit
Description
*3.1
Certificate of Incorporation
*3.2
Amended and Restated Certificate of Incorporation
*3.3
By-laws
*4.0
Stock Certificate
31.1
Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-KSB for the year ended December 31, 2008.
31.2
Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-KSB for the year ended December 31, 2008.
32.1
Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Company's Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
______________________________________
*
Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 8, 2007, and incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Title
Date
/s/ Joseph Meuse
President/Director
April 10, 2009
Joseph Meuse
/s/ Inna Sheveleva
Secretary/Director
April 10, 2009
Inna Sheveleva