ITEM 1. BUSINESS
DESCRIPTION OF BUSINESS
4303, Inc. was incorporated on December 9, 2005 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date other than issuing shares to our original shareholder. 4303, Inc. subsequently changed its name to Thermal Technology Services, Inc.
On October 22, 2007, the Company entered into a Stock Purchase Agreement with Boosik Kim for the purchase of all of the issued and outstanding shares of the Company from Michael Raleigh, the sole officer and director of the Company. Pursuant to this Agreement, Mr. Raleigh resigned as the Company’s sole officer and director and Mr. Lee was appointed the Company’s Chairman and President. In addition, the Company changed its name to Standard Mobile, Inc. and amended its business plan to focus on the sale and distribution of cellular phones and other telecommunications devices including VoIP products.
Business Development
We were founded December 9, 2005 by Michael Raleigh. On October 22, 2007, all of the issued and outstanding shares were purchased by Mr. Boosik Kim who became the Company’s Chairman and President and amended its business plan to focus its operations on the sale and distribution of cellular phones and VoIP telecommunications equipment. We have changed our name to Standard Mobile, Inc. (“Standard Mobile”) to better reflect our new business plan.
Standard Mobile has only recently begun to operate as a seller and distributor of cellular phones and VoIP telecommunications equipment and has not generated any revenue.
The Company has not been involved in any bankruptcy, receivership or similar proceeding at any time during its corporate existence. The only material reclassification, merger, consolidation, or purchase or sale of significant assets was the purchase of 100% of the issued and outstanding shares of common stock by Mr. Boosik Kim from Michael Raleigh pursuant to the Stock Purchase Agreement, as described above.
Business of Issuer
Standard Mobile is a sales business that intends to sell cellular phones and VoIP products to retailers. Almost 50% of our market is in California and we hope to expand our presence throughout the United States and globally.
Products
We sell and distribute wireless telecommunication products, VoIP products and our distribution services include the purchasing, selling, warehousing, programming, packing, shipping, and delivery of handsets for wireless telecommunications and VoIP products from manufacturers to agents, resellers, distributors, independent dealers and retailers in the United States.
Competitors
We compete for sales and distribution of wireless telecommunications equipment and accessories with numerous well-established wireless network operators, distributors and manufacturers, including our own suppliers. Our competitors in the United States include such companies as BrightPoint, Inc., Bright Star, Inc., and Infosonic, Inc. The wireless telecommunications industry is intensely competitive and we may not be able to continue to compete successfully in this industry.
Raw Materials
The Company’s business does not depend on raw materials in order to provide its services.
Customers
Standard Mobile seeks to develop a large customer base and sell to various retailers, network operators, and distributors. The Company will not rely on any one customer or client to support its business operations.
Patents
At this point, Standard Mobile does not possess nor does it intend to possess any patents, trademarks, licenses, franchises, concessions, royalty agreements or any labor contracts. In addition, Standard Mobile does not see a need for government approval of its business operations and does not expect the government to begin regulating this industry. Standard Mobile does not expect to incur any costs of compliance with environmental laws or regulations.
Employees
Standard Mobile is currently in its initial business stage and, therefore, does not have any employees other than Mr. Lee. As the business grows, the Company will need to hire a sales force and other employees to manage its operations and develop its customer base.
Use of Financing
Standard Mobile will use the funds raised to continue to fund operations and expand its customer base. Because Standard Mobile does not currently have sufficient revenues to continue to fund operations, we will rely on the funds raised to continue to operate throughout the next 12 months.
Revenue Sources
Currently, we do not have any revenues; however, we expect to derive revenue from the sale of cellular phones and VoIP telecommunication equipment to retail stores and distributors of cellular products.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2.
ITEM 2. PROPERTIES
We presently maintain our principal offices at 16870 Valley View Road, La Mirada, California 90638. Our telephone number is (714)670-7868.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During April 2008, the Company reissued 532,388 shares of common stock owned by Mr. Won Bum Lee to 9 shareholders.
During April 2008, the Company issued 100,000 shares of common stock to 4 shareholders as compensation for services rendered in the amount of $5,000, or $0.05 per share. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’).
During April 2008, the Company undertook a 10-for-1 forward stock split of the Corporation’s issued and outstanding shares.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Public Market for Common Stock
Our common stock has been quoted on the OTC Bulletin Board under the symbol "SDML.OB" since February 19, 2008. We were cleared to trade on the OTC Bulletin Board with an initial quote of $0.45 Bid and $0.55 Ask.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Holders
As of December 31, 2008, 8,080,000 shares of common stock are issued and outstanding. There are approximately 40 shareholders of our common stock and each shareholder of our common stock is entitled to one vote for each share on all matters submitted to a stockholder vote.
Holders of common stock do not have cumulative voting rights.
Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.
Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Dividends
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.
Recent Sales of Unregistered Securities
None.
Equity Compensation Plan Information
The following table sets forth certain information as of April 3, 2009, with respect to compensation plans under which our equity securities are authorized for issuance:
ITEM 6.
ITEM 6. SELECTED FIANANCIAL DATA
Not applicable because we are a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
Our Business
We were founded December 9, 2005 by Michael Raleigh. On October 22, 2007, all of the issued and outstanding shares were purchased by Mr. Won Bum Lee who became the Company’s Chairman and President and amended its business plan and began to focus its operations on the sale of cellular products, including cellular phones and VoIP telecommunications products. We have changed our name to Standard Mobile, Inc. (“Standard Mobile”) to better reflect our new business plan.
On October 22, 2007 (the "Effective Date"), pursuant to the terms of a Stock Purchase Agreement, Won Bum Lee purchased a total of 100,000 shares of issued and outstanding common stock of Thermal Technology Services, Inc. (the "Company") from Michael Raleigh, the sole officer, director and shareholder of the Company, for an aggregate of $32,500 in cash. The total of 100,000 shares represented all of the shares of outstanding common stock of the Company at the time of transfer. Mr. Lee used private funds to purchase the shares of the Company. As part of the acquisition, and pursuant to the Stock Purchase Agreement, the following changes to the Company's directors and officers have occurred:
O
As of October 22, 2007 Won Bum Lee was appointed as the Company's President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary.
O
Michael Raleigh then resigned as a member of the Company's Board of Directors and as the Company's President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary, effective October 22,
O
The Company changed its name to Standard Mobile, Inc.
The Company does not expect any significant purchases or sale of equipment over the next twelve months nor does it expect a change in the number of employees.
Plan of Operation
During the next twelve months, we expect to take grow our sales leads and establish business relationships and sales contacts in an effort to develop our business and the implementation of our plan of operations.
To date, we have provided for our cash requirements through an initial capital contribution by our officer and director, as well as a private placement of securities to certain investors. We received gross proceeds of approximately $54,000 from these activities which we have used for general working capital purposes. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our directors. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses. We do not have any arrangements in place for any future equity financing.
We have not incurred any research or development expenditures since our incorporation.
We do not have plans to purchase or sell plant and significant equipment.
We have no employees as of the date of this annual report other than our director.
In the next 12 months, we anticipate spending an additional $15,000 on administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.
Results of Operation
As of the year ended December 31, 2008, we had cash on hand of $2,522 and our total assets were $34,119 while our total liabilities were $241,275. We had shareholders’ deficit of ($207,156).
For the year ended December 31, 2008, we have a net loss of $265,970 compared to $5,780 in 2007. Our auditor has expressed doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the company has had minimal revenues since 2006 and will need to raise capital to further its operations. We believe we can satisfy our cash requirements to continue to operate over the next twelve months even if we are unable to obtain additional funding or our revenues do not significantly improve. However, we will need to raise additional funds or generate revenues to pursue our plan of operations. There is no guarantee that we will be able to raise additional funds and if we are unsuccessful in raising the funds, we may be forced to close our business operations.
Liquidity and Capital Resources
As of December 31, 2008, we had cash of $2,522. We believe we can satisfy our cash requirements for the next twelve months with our current cash based upon a reduced budget for our plan of operations. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated since we have no contractual rights for projected revenues. In the absence of our projected revenues, we may be unable to proceed with completing our plan of operations. However, even without adequate revenues within the next twelve months, we still anticipate being able to continue our present activities but we will require financing to potentially achieve our profit, revenue, and growth goals.
Critical Accounting Policies
The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
Recent Pronouncements
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 affects those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
On March 19, 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance and cash flows. SFAS 161 was issued in response to constituents’ concerns regarding the adequacy of existing disclosures of derivative instruments and hedging activities. SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
ITEM 7A.
ITEM 7A. QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK
Not applicable because we are a smaller reporting company.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
STANDARD MOBILE, INC.
(a development stage company)
FINANCIAL STATEMENTS
As of December 31, 2008 and 2007
Financial Statements Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Director and shareholders
We have audited the accompanying balance sheet of Standard Mobile, Inc. as of December 31, 2008 and 2007 and the related statement of operations, stockholders’ equity, and cash flows for the twelve months ended December 31, 2008 and 2007 and from inception (December 9, 2005) through the year then ended December 31, 2008. These financial statements are the responsibility of 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 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements 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 Standard Mobile, Inc. at December 31, 2008 and 2007 and the results of its operations and its cash flows for the twelve months ended December 31, 2008 and 2007 and from inception (December 9, 2005) through December 31, 2008 in conformity with U.S. Generally Accepted Accounting Principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Gately & Associates, L.L.C.
Lake Mary, FL
January 14, 2009
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
STANDARD MOBILE, INC.
Notes to the financial statements
1. Summary of Significant Accounting Policies:
Standard Mobile, Inc. (formerly known as Thermal Technology Services, Inc.) was incorporated in 2005 under the name 4303, Inc. (the “Company”). Prior to October 22, 2007, the Company changed its name to Thermal Technologies, Inc. On October 22, 2007 (the "Effective Date"), pursuant to the terms of a Stock Purchase Agreement, Won Bum Lee purchased a total of 100,000 shares of issued and outstanding common stock of Thermal Technology Services, Inc. from Michael Raleigh, the sole officer, director and shareholder of the Company, for an aggregate of $32,500 in cash. The total of 100,000 shares represented all of the shares of outstanding common stock of the Company at the time of transfer. Mr. Lee used private funds to purchase the shares of the Company.
Won Bum Lee resigned as a member of the Company's Board of Directors effective as of April 24, 2008. Won Bum Lee also resigned as the Company's President, Chief Executive Officer, and Chief Financial Officer, effective April 24, 2008. At the time of resignation, Mr. Lee was not a member of any committee on the board of directors. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
On April 24, 2008, Boosik Kim was appointed as the Company's President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary.
We are currently located in La Mirada, California. We focus our business on telecommunication sales and distribution, including sales of cellular phones, telecommunication equipment and other various VoIP products.
As we grow, we will take on people and services in related markets and continue to expand our sales and services throughout the United States and eventually on a global basis. We also expect to gain additional leverage by entering into contracts with electronic companies for the sales of their equipment.
The Company’s fiscal year end is December 31, a calendar year end.
Significant Accounting Policies:
The Company’s management has adopted the following accounting policies.
Revenue Recognition
The Company currently has no revenues and accounts for costs on the accrual basis as a going concern under Generally Accepted Accounting Principles.
Cash and Cash Equivalents
The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.
Basis of Accounting
The Company’s financial statements are prepared in accordance with generally accepted accounting principles. The Company’s management has made all adjustments in their opinion that are necessary in order to make the financial statements not misleading.
Estimates and adjustment
The Company’s management is of the opinion that all estimates and adjustment have been made in accordance with Generally Accepted Accounting Principle in order for the financial statements to not be misleading.
Income Taxes
The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Earnings Per Share
Basic and diluted earnings per share is computed by dividing earnings available to stockholders by the weighted-average number of shares outstanding for the period as guided by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Shares”. Diluted EPS reflects the potential dilution of securities that could share in the earnings.
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company’s policy is to place its operating demand deposit accounts with high credit quality financial institutions that are insured by the FDIC.
2. Related Party Transactions:
Primary shareholders currently fund the Company and pay certain expenses on behalf of the Company which are recorded as in kind contributions to equity. A related party has also loaned the Company money in the form of note payables.
3. Accounts Receivable:
The Company has no receivables at this time.
4. Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
5. Accounts Payable and Accrued Expenses:
Accounts payable and accrued expenses consist of trade payables from normal operations of the business.
6. Notes Payable:
At various dates during 2007 and 2008, the Company borrowed $866,600 from related party individuals and companies. All notes are demand notes carrying a 3% interest rate. As of December 31, 2008, the principal balance due on the demand notes is $236,000.
7. Stockholder Equity:
Preferred stock includes 10,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.
Common Stock includes 100,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 on December 9, 2005 in acceptance of the incorporation expenses for the Company.
On October 22, 2007, Won Bum Lee purchased a total of 100,000 shares of issued and outstanding common stock of Thermal Technology Services, Inc. from Michael Raleigh, the sole officer, director and shareholder of the Company, for an aggregate of $32,500 in cash.
During December 2007, the Company issued 500,000 shares of common stock to its sole director of the Company as compensation in the amount of $500, or $0.001 per share.
During December 2007, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $54,000 in the issuance of 108,000 shares of common stock at $0.50 per share. The stock issuance has been recorded as a stock subscription receivable. The Company’s management considers this offering to be exempt under the Securities Act of 1933. During January 2008, the stock subscription receivable was satisfied.
During April 2008, the Company reissued 532,388 shares of common stock owned by Mr. Won Bum Lee to 9 shareholders.
During April 2008, the Company issued 100,000 shares of common stock to 4 shareholders as compensation for services rendered in the amount of $5,000, or $0.05 per share. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’).
During April 2008, the Company undertook a 10-for-1 forward stock split of the Corporation’s issued and outstanding shares.
8. Employment Contract and Incentive Commitments:
The Company has no employment contracts and incentive commitments.
9. Commintments and Contracts:
On April 2, 2008, the Company entered into a development agreement with Clearwave Corporation, a Korean corporation. Upon and subject to the terms and conditions of this agreement, Clearwave Corporation shall design, develop, and provide deliverables and other services for the Company. All payments due in accordance with the terms of the agreement shall be paid within seven (7) days as listed below:
May 19, 2008 - contact signing -
$ 500,000
June 09, 2008 - design phase -
$ 700,000
July 28, 2008 - prototype phase -
$ 800,000
Monthly thereafter - mass production phase -
$ 1,100,000
The Clearwave Corporation also shall be entitled to a running-royalty of $1 per unit to a maximum of 500,000 units/models.
Due to disagreement regarding the execution of the research and development phase, the development agreement was mutually terminated, and the payments less any fees incurred to date by Clearwave Corporation were returned to the Company. At this point, the Company is renegotiating the agreement with Clearwave Corporation.
On April 15, 2008, the Company entered into a 36-month motor vehicle lease agreement with BMW Financial Services with a required monthly payment of $1,160.
10. Income Taxes:
No provision was made for federal income tax since the Company has significant net operating losses. From inception to December 31, 2008, the Company had an operating loss of $273,600. The net operating loss carry forwards may be used to reduce taxable income through the years 2025 to 2028. The availability of the Company’s net operating loss carry-forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the federal and state minimum tax imposed on corporations.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31, 2008 are as follows:
The Company has provided a 100% valuation allowance on the deferred tax assets at December 31, 2008 to reduce such asset to zero, since there is no assurance that the Company will generate future taxable income to utilize such asset. Management will review this valuation allowance requirement periodically and make adjustments as warranted.
The reconciliation of the effective income tax rate to the federal statutory rate for the periods ended December 31, 2008 and December 31, 2007 is as follows:
11. Required Cash Flow Disclosure for non-cash items, Interest and Taxes Paid:
The Company has made no cash payments for interest or income taxes. A related party pays expenses on behalf of the Company which are recorded as non-cash in-kind contributions to equity.
12. Contingent Liabilities:
Currently the Company has not identified any contingent liabilities that may be due.
13. Subsequent Events:
None known at this time.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Our accountant is Gately & Associates, LLC, CPAs, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
ITEM 9A(T).
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2008. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act over the registrant. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) 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. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of December 31, 2008.
Because of its inherent limitations, internal control over financial reporting 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. 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 our 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.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have one Director and Officer as follows:
The business background description of the sole officer and director:
Mr. Hyung Gyu Choi, age 41, graduated from Columbia University in May 1997 with a Master’s degree in electrical engineering and received a Bachelor’s degree in electrical engineering from San Diego State University in May 1995. He also attended school at the Dongkuk University in Seoul, Korea. From 2004 to September 2008, Mr. Choi worked at LG Electronics as the Product Planning Senior Manager. He was responsible for creating and developing accessory strategy for marketing and pricing of products.
There are no agreements or understandings for the officer or director to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.
The director and executive officer has been involved in: (a) bankruptcy; (b) criminal proceeding; or (c) any other legal proceeding.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
Audit Committee
We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five (5) years, none of our directors, executive officers, promoters, control persons, or nominees has been:
º
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
º
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
º
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
º
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
Compliance With Section 16(A) Of The Exchange Act.
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2008.
Auditors; Code of Ethics; Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Furthermore, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with any of our executives or directors.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2008 and 2007 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
SUMMARY COMPENSATION TABLE
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We currently use the offices of management at no cost to us.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) Audit Fees
Audit Fees
For the Company’s fiscal year ended December 31, 2008, we were billed approximately $1,500 for professional services rendered for the audit and review of our financial statements. That total amount consisted of $1,500 for the auditing and review of the financial statements for the fiscal year 2008.
Legal Fees
For the Company’s fiscal year ended December 31, 2008, we were billed approximately $10,000 for professional services rendered for legal compliance related to federal securities laws.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2008.
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.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a) Documents filed as part of this Annual Report
3. Exhibits
Code of Ethics *
31.1
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
* Filed with the original Form 10-KSB on March 25, 2008
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities 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.
Name
Title
Date
/s/ Hyung Gyu Choi
Hyung Gyu Choi
Chief Executive Officer
Chief Financial Officer,
and Director
April 29, 2009