Item 1. Business.
Business Development
We put $1,000 in initial seed capital in Good Earth Land Sales Company (“Good Earth”) after our incorporation on November 8, 2004 in order to begin operations and implement our business plan. This initial capital was put into Good Earth by our President, Ms. Petie Parnell Maguire.
In December of 2004 we began to market our commercial leasing services as well as offering our business consulting services in land development. In order to provide the appropriate services for each individual project we undertake, we qualify the exact needs of the client and match our services to the specifics required by each project. This allows us to target the right approach for the job.
In March 2005 we expanded our business plan so we could target land development as the basis for future revenue rather than just leasing commercial space. We have developed a specific procedure regarding our future acquisition of land and the adjunct requirements through space leasing. This method applies to our development as well as our services to be provided to clients.
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Proposed Business Plan for Land Development
Our development plan includes acquiring land, developing the land for commercial use, leasing and managing the developed projects, and consulting commercial developers. The following is a detailed analysis of the procedures to be followed during the course of our acquisition through leasing.
I.
Acquisition of Land
Acquisition of land for commercial development is the first step in a long process leading to the end result which is a center with tenants open for business. The process begins by my identifying vacant parcels of land in an area that the developer deems desirable for his type of development. Vacant land provides the greatest opportunity for creativity and profit for the developer, but is also the riskiest kind of investment. The location of the land will determine its potential future growth in value, for example, closeness to a roadway and availability of utilities will usually mean a higher value. The actual acquisition of land may be done by a client, a third party financier, or by Good Earth. If Good Earth acquires the land, it will be because Good Earth is acquiring the property for its own use, future revenues, and appreciated value.
A. Identify Prospects
We will use many different approaches to identify the land. The ones we find most useful are visual sightings such as getting in an auto and driving the sites and using the technology of computer programs such as Digital Map where we can input the parameters and do a search. These searches can be as general as inputting just the desired county or as specific as inputting the desired street and lot size. Other methods of identifying vacant land are public record searches on the Property Appraiser's web site or physically going to the county building and doing a manual search. We have used all of the above methods and, with today’s technology, the preferred method is the computer programs that can generate a number of sites in a short period of time which saves time in driving to various locations. Nonetheless, there are times when the computer can not provide the information needed and then the “drive and see” method is the preferred choice.
B. Informal Feasibility Study
After site identification is made we will begin an informal feasibility study of the land and its uses. Good Earth will complete a preliminary survey of the land showing boundaries, easements, ingress and egress (entrance and exit), and anything else that pertains to the raw land. We will then send the survey to a civil engineer who will design and draw a preliminary site plan. Our President, Petie Parnell Maguire, will then sit down with the master developer and the investors, if there are any, and review the site plan. Ms. Maguire will discuss with the developer the estimated costs of clearing the land and building the site, what a good tenant mix would be, and what rental rates and operating costs will likely be. These costs will be compared to the sale price of the land and the estimated rate of return on the investment the developer determines he needs. Based on these comparisons, the developer will decide whether or not to move forward on this project. If the rate of return is sufficient to show a profit, a formal contract to purchase, containing the appropriate “due diligence period”, will be offered.
C. Formal Feasibility Study
Once a contract has been negotiated and accepted, we will have a formal feasibility study done which consists of a market analysis, a property analysis, and a financial analysis. This is the “due diligence.” “Due diligence period” means the period of time the buyer has to investigate the property and its restrictions to see if it will fit the developer's criteria prior to the deposit money “going hard,” meaning the deposit becomes non-refundable to the purchaser. The market analysis will include how the environment will be affected, what the local government regulations are and a profile of the community and surrounding areas and businesses.
1. Environmental Review
The next step is to apply for an environmental review of the site. The environmental impact study has input from the local zoning board, the building inspection department, the utilities department, and the city transportation division. Samples of soil from the property are taken to see if there has been soil contamination. If the application is approved,
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we are one step closer to purchasing and developing the land. If the application is denied we can re-submit with proposed remedies, appeal the decision, or back out of the contract.
One reason an application may be denied is if there has been soil contamination. Soil contamination occurs when either a hazardous substance, such as gasoline or oil, becomes mixed with the natural soil and makes the soil a health hazard to humans, animals, and plants. We can begin our environmental studies upon approval of our application.
2. Environmental Impact Study
a.
A Phase I environmental study is done by looking at records of the land to see if there were any uses of the property that could cause a potential contamination, such as a gas station, a dry cleaner or any type of operation that uses hazardous materials that must be disposed of in a specific manner. A search of the Federal/State Environmental Data Bases are done along with a historical aerial topographic map review to see what land use changes may have taken place over the years.
b.
A Phase II environmental study is done after determining that there were uses on the site that could have contaminated the soil. This study consists of taking soil samples to an independent testing company that analyzes the samples for hazardous materials contamination at the site. This study would also help define the cost and extent of clean-up of the site. A Phase II assessment may also be used as a baseline study to confirm contaminant background levels prior to construction or purchase of the site. The testing company then designs a remedial program and action plan report advising the seriousness of the contamination and recommending what steps need to be taken to bring the site into compliance with EPA (Environmental Protection Agency) standards.
c.
A Phase III environmental study requires the drilling of monitoring wells on the site of the contaminated area. These monitoring wells are tested regularly to see if the level of contamination has increased or decreased, and if it has seeped into ground water and how far the contamination has spread or if it has been contained.
The above environmental information is crucial to the developer because a site that is considered a Phase III is very costly for the developer to clean up. There are laws that hold previous owners responsible for contamination, but if a developer wants the land these issues must be taken into consideration prior to purchase. Monitoring a contaminated site can continue for one (1) year or up to ten (10) years.
The results of the feasibility study are compiled and given to the developer and after careful review a decision is made to move forward or rescind the offer to purchase.
II.
Developing the Land
A.
Planning and Zoning
Once we have identified a potential site for development we will submit an application for plat approval and any rezoning changes that may be needed. This goes to the local planning and zoning department(s). The plat is a drawing showing lot sizes, street widths, easements, access for emergency vehicles, drainage and retention, location of utility installations and development of solid and liquid waste disposal systems. Zoning designates the allowable land usage for particular purposes and may be changed or rezoned by going through the rezoning process. We then check to see if there are any deed restrictions that would prohibit the intended use and if the local government has a planned growth or no-growth policy.
B.
Development
When we move forward with a project, a General Contractor (“GC”) is hired and he will obtain permits from the county or city and oversee the construction of the building from start to finish. He will also coordinate the different subcontractors that are needed, such as plumbers, electricians, block masons, roofers and other necessary trades-people. Ms. Maguire will be in constant communication with the GC because there are always problems, delays, and change orders (change orders are changes to the original plans and must be submitted and approved by the building inspectors).
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III.
Leasing and Management
A.
Leasing
During the construction phase we will be actively soliciting tenants to fill the vacant spaces. Our President Ms. Maguire has a list of realtors with whom she is in constant contact and who specialize in tenant representation of national and regional tenants. Ms. Maguire will send out brochures on the new site, spend hours on the phone providing information to interested parties, collect financial data on prospective tenants, negotiate letters of intent (“LOI”), which is an overview of negotiable items in the lease that set out what the Landlord will provide to the Tenant in the form of tenant improvement dollars or free rent to the tenant for a period of time, build-out of the space, the rent, the length of the initial term of the lease and any option periods (the term the Tenant will have the option of renewing the lease), the escalation rates (how much the base rent will increase per year), the security deposit and the real estate brokers fees. This process can take from one day up to a month or more. Once the LOI has been negotiated it will be sent to our attorney who will draw up the formal lease. Formal lease negotiations begin usually between the Tenant's attorney, the Landlord's attorney, and the developer or Landlord. When all terms have been agreed upon a final Lease is prepared for execution by the Tenant and Landlord.
When the construction has been completed and the center issued a Certificate of Occupancy (“CO”), which indicates that the constructions has met all codes and the appropriate inspectors have signed off, keys are turned over to the Tenants and they begin the build-out of their space.
B.
Management
Prior to completion of the development, management of the shopping center becomes of paramount importance. Vendors need to be hired. These are the people who will physically take care of the center such as landscapers, parking lot sweepers, janitorial or porter services, fire alarm monitoring companies, insurance companies, locksmiths, roofers, HVAC (heating, ventilation, and air conditioning) companies, and so on. A rent roll is drawn up showing each Tenant, the square footage of their space, their rent, the date of execution and termination of the lease along with any other information that may be beneficial in the day to day operation of the center. This information is collected for tax purposes and sent to Good Earth’s accounting firm on a monthly basis. As a Property Manager, we will be responsible for overseeing all vendors, collecting rents, making sure that accurate financial records are kept, and seeing that tenant problems are resolved in a timely manner.
IV
Consulting
If the developer decides to sell the center, we will contact a commercial real estate brokerage firm that deals in the sale of shopping centers and negotiate a contract with them to market and sell the center. Once a center has been sold the new owners generally bring in their own property managers and leasing agents. We will however try to keep our position as the managers of the center.
When vacancies arise in centers, we will actively market them to interested parties in an attempt to get them leased as quickly as possible. Signs with our telephone number will be posted on the property, we will attend conferences and pass out brochures, we will send e-mail blasts to a data base of real estate brokers, we will place ads in newspapers or trade magazines, and we will place calls to existing businesses to see if they are interested in expanding or moving to a new location.
Our President Ms. Maguire has been an exclusive Tenant Representative for Quizno's Subs on the West Coast of Florida and for Verizon Wireless (Franchisors). She has attended all their information seminars for prospective franchisees. She was responsible for mapping out where existing stores were and identifying what territories were already contracted for by an existing Franchisee. She would then actively drive markets looking for available space that would meet the Franchisor's criteria, negotiate LOI's on behalf of the Franchisee, and follow the deal through until the Franchisee was open for business.
This process will be used when we are acting on behalf of clients as well as when we have the capital to act on our own behalf. We believe that the experience of Ms. Maguire, along with her contacts, will allow us to enter the arena of land development to try to maximize shareholder value.
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At the present time we do not have an internet website. The Board of Directors has discussed this as an alternative for a continued public presence, however discussions have not moved past the discussion stage as of the date of this filing.
Item 1A.
Item 1A. Risk Factors.
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 1B.
Item 1B. Unresolved Staff Comments
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 2.
Item 2. Properties.
We rent small office space of 300 square feet located on a high traffic artery in St. Petersburg. We rent on a month to month basis with all utilities included. We own our furniture, computers, ancillary equipment and office supplies. We have specific software to calculate specific information we gather to determine the feasibility of our projects. Additionally we have a laptop computer that is used for site visits to gather information on land we may be considering or researching for a client.
Item 3.
Item 3. Legal Proceedings.
None
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Part II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
At the present time, there is no established market or price for our shares. There are no shares that have been offered pursuant to or underlying an employee benefit plan. There are no shares of common stock that are subject to outstanding options, warrants or securities convertible into common equity of our Company. Including its officers and directors, Good Earth Land Sales Company has 54 shareholders as at the date of this annual report.
Recent Sales of the Company’s Unregistered Securities.
None
Holders of Common Stock
As of March 26, 2009 the number of holders of record of shares of common stock, excluding the number of beneficial owners whose securities are held in street name was approximately 53.
Dividend Policy
The Company will not pay any cash dividends on its common stock in 2009 because it intends to retain its earnings to finance the expansion of its business. Thereafter, declaration of dividends will be determined by the Board of Directors in light of conditions then existing, including without limitation the Company's financial condition, capital requirements and business condition.
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Securities Authorized For Issuance Under Equity Compensation Plans
None.
Item 6.
Item 6. Selected Financial Data
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following management's discussion, analysis of financial condition, and plan of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this annual report.
We are an operating company that is seeking to execute its business plan to increase its operations. We have an operating history and have generated revenues from our activities that have produced both net incomes and losses. As Good Earth Land Sales Company is considered to be in the early stages of business and there is no reasonable likelihood that increased revenues can be derived from our business in the foreseeable future, we consider that our operations will require us to retain management personnel that can lead Good Earth in the execution of its business plan.
Our Board of Directors believes that we can sustain operations in our current mode indefinitely however there is substantial doubt that we can implement our business plan over the next twelve months unless we obtain additional capital to pay for our costs of operations. This is because we have not generated sufficient profits to cover the execution of our business plan. Accordingly, we must raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in Good Earth. We must raise cash to implement our business plan.
At December 31, 2008, we had a working capital deficit of ($16,691). With the commitment of our officers and directors to advance us funds during the next twelve months, we do not believe that we will be faced with a working capital deficiency by the end of the next twelve months. Our future financial success will be dependent on the success of our executing our business plan. Such execution may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any execution of our business plan which may be done by us is largely dependent on factors beyond our control such as the market for our leasing services, the number of available new clients, the availability of property to develop, and stable financial markets for financing property development.
We recognize that additional capital will be required during the next twelve months for the company to execute its business plan. Should we be unable to raise additional capital from other sources, our directors and officers have committed to advance the company funds to enable Good Earth to begin executing its business plan over the coming year. We have no arrangement in writing with our Board of Directors regarding such commitments for funding. Our Directors have committed to advance the company up to fifty thousand dollars on an interest free basis. In the event funding is received through private sources after such loans are made, the loans made by our Directors will begin to be repaid.
We have no equipment to sell to generate additional liquidity. We are going to buy equipment during the next twelve months. We do not know the extent of the equipment need until we have located additional customers for our services.
Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance as an operating corporation. We have not generated any significant profits and have generated small losses. It is this inconsistency that makes an evaluation of our performance difficult.
Further, we offer services in an industry that is highly dependent on available capital and there is no guarantee that we will be able to obtain clients who can finance their developments. We are also not sure that we will be able to obtain financing for projects that we will develop through our own efforts. We cannot guarantee we will be successful in our activities. Our business is subject to risks inherent in the establishment of growing a business enterprise, including
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limited capital resources, possible delays in the generation of revenues from expending additional capital, and possible cost overruns due to price and cost increases in supplies and services.
To become profitable and competitive, we must invest additional capital in our business before we start hiring a management team. We must obtain equity or debt financing to provide the capital required to fully implement our business plan. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to execute our business plan. Even if available, equity financing would result in dilution to existing shareholders.
The execution of our business plan is expected to take up to one (1) year after we have secured funds. The total amount of funds necessary will vary depending on whether the Board of Directors chooses to have Good Earth enter real estate development immediately or whether they choose to concentrate the initial efforts of the Company in leasing services. As of the date of this filing there have been no commitments for capital expenditures other than those made in the course of ordinary business, such as for office equipment and furniture. Unlike many businesses where capital expenditures can be quantified immediately, real estate development is more complex and difficult. Until a client makes a specific agreement and has executed contracts, capital expenditures remain unknown. Good Earth will be concentrating its efforts on clients that will be developing properties and will supply their own capital. Good Earth will not be developing its own properties until sometime in the long-term future after it has the capital to fund development. Therefore, Good Earth does not have the ability to provide any estimated costs that may be expended by a client regarding their development of a property.
Good Earth has determined that, if it chooses to purchase land and develop property for the Company, it will target land that will accommodate buildings in the 2,000 to 5,000 square foot size. This will allow the Company to develop buildings to be leased by professionals such as attorneys, accounts and physicians. Financing for this size property is more readily available and leased space in these types of buildings in the Tampa Bay area is in high demand. By choosing this size building, it is estimated that the cost of land and development will range from $800,000 to $2,000,000. The Company is targeting a long-term approach to this development. Our long-term period is 5-7 years.
Management has chosen to raise capital through private investment or debt. In the event Good Earth is not able to complete sufficient investment to finance the business plan, management believes it will need to seek alternative methods of executing its business plan. This strategy would include a business combination of some type. It may be an acquisition or merger or other type of business combination such as a joint venture or strategic alliance. Management believes it has the responsibility to maintain shareholder value and to use proper management techniques in the future to accomplish its goals. The only circumstances that would lead to the use of any of these alternative methods would be that Good Earth was unable to properly finance its activities through private investment or debt financing.
Liquidity and Capital Resources
Our cash decreased to $213 as of December 31, 2008 compared to $4,263 as of December 31, 2007. The cash used in operating activities during the period ended December 31, 2008 was ($30,061) as compared to $39,643 of cash provided during the period ended December 31, 2007. The net loss from operations was ($39,176) compared to a net loss of ($3,305) for the same period in 2007. Operating expenses decreased $11,696 during the same period.
Results of Operations and Critical Accounting Policies and Estimates
The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company’s accounting policies are more fully described in Note B to Notes of Financial Statements found in the Company’s annual financial statements filed with Form 10-K.
2008 Compared to 2007
Total revenues for the year ended December 31, 2008 were $5,176 compared to 2007 revenue for the same period of $52,096, respectively. We cannot directly attribute this decrease to any individual project but merely our business in
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general. However, our president, Petie P. Maquire, experienced health problems during the first three quarters of the year and this occurrence did contribute to our reduced revenues.
Our financial statements contained herein have been prepared on a Generally Accepted Accounting Principles (“GAAP”) basis. We incurred a net loss for the period ended December 31, 2008, of ($39,176). This net loss was largely due to a lack of revenue as our expenses for the same period were relatively unchanged. Our cash flow for the period ended December 31, 2008 showed a decrease in cash from $4,263 at the beginning of the year to $213 at the end of the period.
In summary, the Officers and Directors believe Good Earth must implement its business plan to strengthen and diversify Good Earth. Officers and Directors also believe the decision to register the Company’s stock and become a reporting company will provide Good Earth with the ability to raise additional funds through a private offering of its shares providing equity funding needed to expedite its commitment to growing the company. Good Earth will file a Form D prior to raising any funds through a private placement.
We do not foresee any circumstances or events that will have an adverse impact on our operations. We do anticipate an increase in our business based on our current business plan and the activities of our officers and directors. Thus, we expect to satisfy our current cash requirements indefinitely. However, we will need additional cash to implement the business strategy contained in our business plan.
Trends
We are in the pre-expansion stage. We have not generated any additional revenue to which we can attribute to our business plan and we see none in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.
The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our intended business activities are dependent upon our ability to obtain financing in the form of debt and/or equity and ultimately to generate future profitable operational activity or income from its investments. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.
Conflicts of Interest
To ensure that potential conflicts of interest are avoided, and to comply with the requirements of the Sarbanes Oxley Act of 2002, the Board of Directors adopted, on March 26, 2006, a Code of Business Conduct and Ethics. Good Earth Land Sales Company Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of Good Earth Land Sales Company and its officers and directors to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Business Conduct and Ethics addresses general business ethical principles and other relevant issues.
Significant Employees
We have one significant employee, our President, Petie Parnell Maguire. Ms. Maguire will be paid as an employee by Good Earth Land Sales Company when there is sufficient revenue and income to support such payments as determined by the Board of Directors.
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Competitive Factors
The land development industry is highly fragmented. We are competing with many other commercial development companies looking for large commercial jobs as well as small strip store centers. We will be among the smallest land development companies in our area and are a small participant in the land development industry. We will compete with other companies for leasing contracts in commercial developments where the competition is fierce. While there is a readily available market for the business services that we offer, competition will make it difficult to secure clients. The competitive market segment we are in has us in direct competition with companies with greater financial resources than we have, more experience in both leasing and development than we have, and more employees than we have to develop a larger client base.
Our primary method of competing will be utilizing our contacts developed by our President, Ms. Petie Maguire. We will rely heavily on her personal relationships with potential clients to compete. Once Ms. Maguire developed the business plan for Good Earth, she moved her personal “book of business clients” into the business, thus, making all her clients (past and present) Good Earth clients.
Regulations
Our commercial real estate development is subject to many city, county, state and federal regulations. We are also subject to local and county regulations regarding our business licenses, insurance, workers compensation insurance and any other specifics required by the governing bodies covering land development. We must comply with these government laws in order to operate our business. Complying with these rules will not adversely affect our operations. We will comply with all the requirements when we commence our land development operations.
We are obliged to adhere to any environmental regulations promulgated by the State of Florida as well as the U.S. Environmental Protection Agency. It is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include costs associated with minimizing surface impact; water treatment and protection; reclamation activities, including rehabilitation of various sites; on-going efforts at alleviating the impact on wildlife; and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that these costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with projects.
Employees
We will continue to use the services of our President Ms. Maguire for our professional services to clients. As our company grows, a Professional Employee Leasing Company will be considered for qualified technical personnel for our operations. Our President, Ms. Maguire, manages the day to day operations. At present, we have no employees other than our President and although each of our officers and directors devotes a portion of his/her time to the affairs of Good Earth none is deemed to be an employee. None of our officers and directors has an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personnel benefits available to any employee.
As indicated above we will consider hiring personnel through an employee leasing company on an as needed basis to reduce our personnel costs. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our business plan.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Our financial statements are contained herein commencing on page, which appear at the end of this annual report.
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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.
(a) Management’s Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
With respect to the fiscal year ending December 31, 2008, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our evaluation regarding the fiscal year ending December 31, 2008, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its internal controls over financial reporting were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.
The Company’s disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
(b) Changes in Internal Controls.
There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
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PART III.
Item 10.
Item 10. Directors, Executive Officers, Promoters and Corporate Governance.
Officers and Directors
Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.
The name, address, age, and position of our officers and directors is set forth below:
Background of Officers and Directors
PETIE PARNELL MAGUIRE has applied 20 years of diverse experience to form what is now Good Earth Land Sales Company. Since founding Good Earth in November of 2004, Ms. Maguire has been developing the corporate business plan as well as functioning as its sole full-time employee. She has been involved in the acquisition of land, development of and overseeing all aspects of development of commercial projects for clients, as well as the managing and leasing of space on completed projects. Prior to the formation of Good Earth, from 2001 to November of 2004 Ms. Maguire worked as an independent real estate broker/associate. She provided her services in the management and leasing of space in retail centers, anchored grocery centers, and office buildings. Ms. Maguire was an officer/director in a fully reporting company, Irish Mag, Inc. until August 9, 2006. As an Officer/Director at Irish Mag, Inc., Ms. Maguire participated in the monthly Board of Directors meetings. From 1989 to 2000, Ms. Maguire handled the accounts receivable of Irish Mag including all the journal entries, bank reconciliations and collections. In addition she was responsible for the location of, and purchase of the building that housed the business. Irish Mag, Inc. was a commercial printing company that specialized in four (4) color work for commercial builders and developers and provided consulting services to builders regarding their promotional material.
RVEVA A. BARRETT has been employed by the Company for the past two years. For the three-year period prior to her employment with the Company, Ms. Barrett was retired.
PAULINE A. PAPPAS has been an officer, director and owner of PLRM, Inc. for the last five years. PLRM, Inc. is a Florida corporation headquartered in St. Petersburg, Florida. The business of PLRM, Inc. is a real estate agency focused on commercial real estate.
None of our officers and directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.
AUDIT COMMITTEE
We do not have an audit committee that is comprised of any independent director. As a company with less than $250,000 in revenue we rely on our Chief Executive Officer Petie Maguire for our audit committee financial expert as defined in Item 401(e) of Regulation S-B promulgated under the Securities Act. Our Board of Directors acts as our
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audit committee. The Board has determined that the relationship of Ms. Maguire as both our company Chief Executive Officer and our audit committee financial expert is not detrimental to the Company. Ms. Maguire has a complete understanding of GAAP and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves in a fair and impartial manner; has experience analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to or exceed the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer’s financial statements; an understanding of internal control over financial reporting; and an understanding of audit committee functions. Ms. Maguire has gained this expertise through her formal education and experience as our Chief Executive Officer for four (4) years. She has specific experience coordinating the financials of the Company with public accountants with respect to the preparation, auditing or evaluation of the company’s financial statements.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than five percent of the Company’s Common Stock are required to report their initial ownership of the Company’s Common Stock and any subsequent changes in their ownership to the Securities and Exchange Commission (“SEC”). Specific due dates have been established by the SEC, and the Company is required to disclose in this Information Statement any failure to file by those dates. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for their 2008 fiscal year transactions, the Company believes that there has been compliance with all Section 16(a) filing requirements applicable to such officers, directors, and five-percent beneficial owners for such fiscal year.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics will be provided to any person without charge, upon request.
Item 11.
Item 11. Executive Compensation.
We have not paid any executive compensation during the years since inception except as noted from the following summary:
Compensation of Directors and Officers
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
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Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of March 30, 2008, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
To the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors or an affiliated company.
Item 14.
Item 14. Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant, Randall N. Drake, C.P.A., P.A. for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $5,750 for 2007 and $5,750 for 2008.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by Randall N. Drake, C.P.A., P.A. that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under the caption "Audit Fees" was $0. The nature of the services comprising the fees disclosed under this category was: N/A.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by Randall N. Drake, C.P.A., P.A. for tax compliance, tax advice, and tax planning was $ 0.
All Other Fees,
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The aggregate fees billed in each of the last two fiscal years for products and services provided by Randall N. Drake, C.P.A., P.A., other than the services reported above were $0 in paragraphs (e)(1) through (e)(3) of this section. The nature of the services comprising the fees disclosed under this category was: N/A.
Item 15.
Item 15. Exhibits.
Exhibit Number
Location
and Description
Reference
(a)
Reports of Independent Certified Accountants
Filed Herewith
(b)
Financial Statements
Filed Herewith
(c)
Exhibits required by Item 601, Regulation SB;
(3.0)
Articles of Incorporation
(3.1)
Amendment to Articles of Incorporation
See Exhibit Key
filed with SB-2 Registration Statement
on December 8, 2006
(3.2)
Bylaws filed with SB-2 Registration
See Exhibit Key
Statement on December 8, 2006
(11.0)
Statement re: computation of per share
Note D to
earnings
Financial Stmts.
(14.0)
Code of Ethics
See Exhibit Key
(31.0)
Certificate of Chief Executive Officer
Filed herewith
and Chief Financial Officer
(32.0)
Certification pursuant to 18 U.S.C. § 1350,
Filed herewith
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit Key
3.1
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on December 8, 2006.
3.2
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on December 8, 2006.
14.0
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on December 8, 2006.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOOD EARTH LAND SALES COMPANY
Date: March 29, 2009 By: /s/ PETIE P. MAGUIRE
PETIE P. MAGUIRE
Chief Executive Officer
Chief Financial Officer
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Date: March 29, 2009 By: /s/ PETIE P. MAGUIRE
PETIE P. MAGUIRE
Chief Executive Officer
Chief Financial Officer
Chairman of the Board of Directors
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Good Earth Land Sales Company:
We have audited the accompanying balance sheets of Good Earth Land Sales Company as of December 31, 2008 and 2007 and the related statements of income, stockholders’ equity, and cash flows for each of the years in the two year period ended 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 audit 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 audit provides 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 Good Earth Land Sales Company as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two year period ended 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 footnote B to the financial statements, the Company has incurred operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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See accompanying notes and accountant’s report.
See accompanying notes and accountant’s report.
See accompanying notes and accountant’s report.
See accompanying notes and accountant’s report.
GOOD EARTH LAND SALES COMPANY
Notes to Financial Statements
December 31, 2008 and 2007
NOTE A - ORGANIZATION AND NATURE OF BUSINESS
The Company was incorporated November 3, 2004 in the State of Florida. The Company is in the business of real estate sales.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Basis for Presentation
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the years ended December 31, 2008 and December 31, 2007; (b) the financial position at December 31, 2008, and (c) cash flows for the years ended December 31, 2008 and December 31, 2007, have been made.
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.
Certain amounts in the prior year’s financial statements have been reclassified to conform to the 2008 presentation. Such reclassification includes allocation between common stock and additional paid in capital.
Going Concern and Management's Plans
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company's plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing. While the Company believes in the viability of its strategy to increase revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.
Fixed Assets
Property and equipment are stated at cost. Depreciation on the vehicle is computed using the straight-line method over the estimated useful live of the asset, which is three years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
GOOD EARTH LAND SALES COMPANY
Notes to Financial Statements
December 31, 2008 and 2007
NOTE B - SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company generates revenue through commissions received on sales of real estate. The Company provides these services and bills for them when the sale transaction has been completed. The Company recognizes its revenue when the sale has been completed. The Company also generates revenue through leasing activities. The revenue is recognized in its entirety when the lease has been executed.
Income Taxes
The Company had previously elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal income taxes on its taxable income and is not allowed a net operating loss carryover or carryback as a deduction. Instead, the stockholders are liable for individual federal income taxes on their respective shares of the Company's taxable income and include their respective shares of the Company's net operating losses in their individual income tax returns. In 2006, the Company elected to be taxed under Subchapter C of the Internal Revenue Code. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Any deferred taxes would represent the future tax return consequences of those differences, which will either be taxable when the assets and liabilities are recovered or settled.
NOTE C - SHAREHOLDER LOANS
Shareholder loans consist of amounts advanced to the Company to fund various working capital needs. These amounts are non-interest bearing and payable on demand subsequent to January 1, 2010.
NOTE D - EARNINGS PER COMMON SHARE
Earnings per common share of ($0.03) and (S0.00) were calculated for the periods ended December 31, 2008 and 2007 respectively based on their respective net income numerator divided by a denominator of 1,318,000 shares of outstanding common stock, the average number of shares issued during the periods.
NOTE E - ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2008. The corporation has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.