ITEM 1. BUSINESS
COMPANY OVERVIEW
We were incorporated as "ESL Teachers Inc." on August 31, 2007, in the State of Nevada for the purpose of developing and selling online employment services specifically for both ESL teachers and the ESL operations seeking to hire them worldwide.
BUSINESS OF COMPANY
We are engaged in the business of developing and marketing an Internet Site (our "Product" or our "Web Site" or our "Site") that will provide international online employment services specifically for both ESL teachers and their prospective employers. Such a Site will allow ESL teachers and the employers in search of them to network and meet each other's needs successfully and efficiently without the ambiguity and consequential high turnover commonly associated with existing ESL online job boards. We are currently in the process of designing and developing our Site, and we are continually refining the Site through research into the successful aspects of online dating and social networking sites that we intend to emulate. We will continue to refine our Site by responding to user comments and questionnaires that users will access in the feedback section of our site. When we are satisfied that our Product will compete effectively in the ESL marketplace as an online placement and recruiting company, we will begin the promotion and marketing of our Site to ESL teachers and ESL operations.
Our offices are located at 2475 Paseo del las Americas, Suite 1135, San Diego, California 92154.
CHALLENGES FACING ESL TEACHERS AND EMPLOYERS
The high annual turnover rate of ESL staff is a chronic problem in the industry. Companies that are in the market for ESL teachers usually seek recent university graduates that are flexible in terms of being able to relocate, often outside their home country, on short notice to fill ESL vacancies. That same degree of flexibility is often sought by ESL job applicants who do not typically make long-term commitments to their employers, and have a tendency to move frequently. While employment conditions and difficulties in adapting to local customs are common factors that add to the high turnover of staff. Another major factor is that ESL job postings are typically promoted on job boards where applicants are responsible for comparing job assignments with a limited amount of information. Additionally, many employers contribute to the transient nature of their employees by hiring ESL staff for short term contracts of less than a year.
Another issue facing those in the ESL industry is that ESL instructional facilities are loosely regulated in countries outside of the United States, the United Kingdom and Canada. Without an international regulatory body to set and maintain industry standards for accreditation, employment contracts, and a general code of conduct, ESL employees often become disenchanted with their treatment in the workplace, salaries, living arrangements, and accreditation standards. Accreditation in particular, is a source of concern for applicants because there is no global standard on minimum requirements. This leads to unclear requirements being conveyed by employers in some countries, and miscommunication in advertising that can lead to strained relationships between ESL applicants and employers. In some circumstances the qualifying criteria is often no more than an undergraduate degree from a university or college and a willingness to relocate to another city or country.
ESL INDUSTRY AND THE INTERNET
The marketplace for ESL teachers is currently fractured between thousands of small operations offering face-to-face ESL courses and a growing number of companies delivering online ESL training. Without a single governing body, it is difficult to pin down exact numbers of students and teachers. Teachers are choosing to work in ESL positions for a variety of reasons, including the pay, the adventure of working in a foreign country, and tax advantages. According to the British Council, there were over 750 million English as a Foreign Language teachers in 2000, plus an additional 375 million English as a Second Language. Since then, a number of factors have contributed to the ESL Industry's rapid expansion.
One major factor contributing to this expansion is the widespread use of and dependency upon the internet and the predominance of the English language in this medium. According to Internet World Stats, the number of people who are using the World Wide Web has grown from 16 million users, or 0.4% of the global population in December of 1995, to a projected 1,215 billion or 18.5% of the global population in September of 2007. Even in countries where English is not the native language, people are going online to English language sites in increasing numbers. With the vast majority of websites written in English, which is also the language of choice for email communication, more people are demanding a working knowledge of English as a second language. English has become not only the language of international commerce face-to-face, but also on the internet.
Businesses have gone global in an attempt to find more customers. The international language of the business community is English. China is where most of this business growth is taking place. One of the sectors that reflect the economic growth of China is the demand for teachers who can teach English. The Chinese government has a mandate to employ at least one English speaking teacher in every school across China. Global populations census numbers point to China as home to one-fifth or 20% of the more than 6 billion people in the world, or about 1.25 billion Chinese. China is a country where the annual population growth is estimated at 12 - 13 million people per year. Countries like China have begun to use tax incentives to attract workers, including ESL teachers with a personal tax rate of 15%, which is one-third to one-half of the personal tax rate in the United States or Canada, two of the largest suppliers of ESL teachers.
All of these factors point to a global demand for instructors to teach English as a second language. In some regions of the world this push is being supported by changes in government policy. In other parts of the world the demand for ESL teachers has grown at the grassroots level and local entrepreneurs have seized upon this need by creating businesses to cater to the increased demand.
Based on the number of postings on ESL job boards, the following countries have shown a strong demand for ESL teachers: United Kingdom, the United States, China, Canada, South Korea, Japan, Taiwan and Chile. ESL job postings appear to be grouped into several distinct categories such as: Private Schools, Public Schools, and International Schools. Along with jobs in the education sector there are numerous part-time positions in the private sector, where companies that hire foreign nationals are in need of ESL assistance.
SOCIALIZATION ON THE INTERNET
We plan to model certain features of our website after applicable aspects of successful online dating and social networking sites. Online dating has become extremely popular with hundreds of websites in use around the world, while social networking websites are a more recent invention that have jumped to the top of the most visited websites list, rating highly in areas such as user acceptance, information sharing, and portability. Both facilitate matchmaking, as we intend to do through our Site as well. We plan to focus on the elements
that make both of these types of websites so popular with their constituents and blend those into our own site. Some of the top ranked social networking sites that are serving as business models for our website include:
* Facebook (www.facebook.com/) - 39 million users * Friendster (www.friendster.com/) - 50 million users * Orkut (www.orkut.com/) - 67 million users * My Space (www.myspace.com/) - 200 million users
As of the fall of 2008 there were more than 100 social networking websites and hundreds of millions of users. The speed with which these websites and this sector of the internet evolved indicates the acceptance of the internet as a multidimensional delivery platform. Social networking is not just a phenomenon; it has become a way of life for the global community.
OUR SITE
The rising demand for ESL teachers worldwide in conjunction with the simultaneous need for an effectual and comprehensible medium to match ESL employers and applicants has resulted in what we anticipate will be a highly receptive potential market for our Site. We intend to develop an online recruiting and placement Site to match ESL teachers and their potential employers, in part by building on the emerging trend of social networking on the internet. We believe that the depth of interactive functions available on our Site and the ability for employers and applicants to establish personal, in-depth connections through our site will distinguish us from our competitors.
We are in the process of developing a website that will provide the infrastructure for applicants and ESL employers alike to share in-depth profiles in a familiar social networking format. Facebook.com has a Developer's Platform for those who want to integrate applications into the Facebook.com infrastructure. We may choose to take advantage of that development option at some point in time. In the early stages, we plan to borrow a number of the attributes of the Facebook.com layout to create our Site. We see the Facebook.com development platform as something worth exploring during our first few years in business since it would allow access to the growing number of Facebook.com users. The Facebook.com profiles that we will be modeling allow users to share a variety of information, such as:
* Basic personal information * Pictures of themselves, friends, and family * Mini-Feed where the owner can add 10 personal stories * Fun Wall - for music videos, slide shows, a sketching and other postings * Cross-references within the Facebook.com database to other members * References to Friends in Facebook.com * Marketplace to offer things for sale
We plan to develop an online resource that blends together the functionality of job searching with relocation and international travel. ESL teachers are highly mobile and flexible in their working arrangements. They count on the internet for access to information, and our website will be a reliable source of such valuable information.
We are in the process of refining the format for our Product, which will be integral to its success.
Our Site will include several sections. A click through icon on the home page of the website will allow visitors to drill down for more information. Information will be organized by topic and allow ESL applicants to quickly find what they
are seeking. Every web page will feature a "Contact Us" link as well as links back to the home page of the Site for efficient navigation. Google advertising will bring traffic to our website where the first step is to encourage people to register with us. For those who do register and find work elsewhere we will provide an "Opt-In" function that will allow us to keep in touch by periodic email newsletters. Our Site will include the following pages:
* ESL TEACHERS CENTER - This section will offer a variety of information including: automated online registration, employment applications, an online ESL skills test, an ESL accreditation questionnaire, international accreditation links, a question and answer section about relocation, international postings by country, work visa application forms, a video message (1-3 minutes long), travel medical insurance, and discount airfares. * ESL EMPLOYERS CENTER - This section will be designed to be especially easy to navigate and use. It will have a straightforward format in order to minimize the chances of miscommunication between the employers and applicants. The content of this section will be available to all Site visitors, and will include: online registration, automated job order form, enhanced employer profiles, search functionality, cross-references to ESL applicants, work visa requirements, home stay programs, travel arrangements, video streaming options, and cultural customs and traditions. We will strongly encourage employers that register with us to provide a detailed description of the position for applicants, as well as intangibles such as the quality of the institution, the nature of the teaching opportunity, and the culture of the country and city where the teacher will be living and working. The employer may also provide a short video of themselves and the institution and share information from previous ESL teachers that may help the applicant in deciding on their employment choices. * FEEDBACK SECTION - Here we will ask for ideas and suggestions on what else visitors would like to find on our site. Registration with us will include a feedback questionnaire in their monthly newsletter emailed to them. Topics and information that we will consider including are: a career services area, understanding foreign customs, continuing education, understanding payroll deductions, extending the employment term, and editorial articles about ESL. * ADMINISTRATIVE MODULE - This will contain the back office functions necessary to conduct an e-commerce business. This includes running reports, reviewing the ESL teacher and employer registrations, ability to revoke registration privileges, newsletter distribution and other administrative functions. Access to the Administrative Module will be password protected and available only to directors of the company and future staff at the discretion of the directors.
The content of our website will be in English only during the first three years. We may then consider expanding into a multi-lingual format depending on several factors such as identifying where we are having the most success placing teachers.
REVENUE
Our primary source of revenue will come from 15% contingency fees charged to employers that hire the applicants that have been referred and hired by their company. The 15% contingency fee will be based on the starting salary of the new employee. Payment by the employers will be made through our PayPal system that will be featured in the Employer Module. All registered employers will have easy access to the Employer Module.
No revenue will come from job postings. We plan to offer job postings as a free service to registered employers. There will be no other charges to the employers other than the contingency fees for placement of applicants.
COMPETITION
We compete with a large number of ESL job boards, as well as general job boards and accreditation courses that include ESL positions in their postings. Many of these job boards have significantly greater financial, distribution, advertising, and marketing resources than we do. Listed below are several competing websites:
* Dave's ESL Cafe (www.eslcafe.com/joblist/) is one of the typical Job Boards on the internet today. On any given day there are more than 200 job postings listed one right after another in a format that makes browsing and searching difficult for users. * TesAll.com (www.tesall.com/jobboard/index.pl) is a job board that features ESL postings in similar fashion to Dave's ESL Cafe. Information is available, but the job postings are posted in random order without codes on jobs or easy-to-use cross references to other relevant information. * ESL Teachers Board (www.eslteachersboard.com/) is an example of a highly ranked website using a Google search for ESL teacher job postings. * Footprint Recruiting Inc. (www.footprintsrecruiting.com/) is operated from Vancouver, BC, Canada. This company focuses on ESL jobs in Korea, China, Taiwan, Chile, Thailand, Japan and Vietnam. The firm does not appear to have any interest in placing teachers in positions in the United States, Canada, the UK, or Europe. * Protocol Education (www.protocol-education.com/) is a London-based recruiting firm that touts job opportunities in the United Kingdom and Australia. The company claims to be the United Kingdom's largest independent specialist provider of teachers and support workers. Protocol Education does not have both employers and applicants visiting the same website. Rather, they run separate sites for employers and applicants. * ESL Jobs.com (www.esljobs.com/) features one of the most attractive looking layouts of the group. However, clicking on the links for designated regions such as North America, East & Western Europe, Latin America, Middle East or Asia leads to a group of links to other websites for jobs in China, the UK and few United States job postings. This company does not appear to list any job postings directly but refers website visitors to other internet locations. * Monster.com (www.monster.com) is the most popular general job search site on the internet. They do not, however, have as many job listings for ESL job postings as many independent sites organized specifically for ESL job postings. * Mark's ESL World (www.esljob.org/) is a broader in scope than most other ESL sites, offering a Forum Center, ESL Community, ESL Directory and The Lounge, along with the usual job postings, applicant and employer sections. * ESL Job Project.com (www.esljobproject.com/) is a contemporary job board with ESL listings, but the layout does not make accessing those postings simple for users. * In ESL Jobs (www.inesljobs.com/) has an introduction in the search results that suggests that an applicant can find ESL jobs around the world. The site's emphasis, however, is on positions in South Korea with two other countries given a dedicated link including China and Japan. Job postings in all other countries are lumped under one link from the home page of the site.
We feel that the abundance of competitors indicates a significant acceptance by the ESL community of the internet to market job opportunities and related services. The ESL marketplace is dominated by many small operations and job boards. Research into these job boards suggests that the job listings do not offer much detail for the prospective applicants about the ESL employer, the community, travel and visa requirements and related topics. Also, there are very few direct competitors that rely on placement fees to generate income.
We intend to compete primarily on the basis of the quality of our site, and by offering services and personal introductions not found on other ESL job sites. We believe that our success will depend upon our ability to remain competitive in our service areas. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.
INTELLECTUAL PROPERTY
Once we determine the final layout for our Site, we intend to file a patent on its unique format. We will file for patent pending status as we design and develop a format for our Site. We will apply for patent protection and/or copyright protection in the United States, Mexico, Canada, Europe, Japan, China, South Korea, and other jurisdictions.
We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product design, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.
While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.
REGULATORY MATTERS
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the ESL Job Posting Industry. We are subject to the laws and regulations of those jurisdictions in which we plan to provide our service, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and promotion of our Site and sale of our services in the United States, Mexico, Canada, Japan, China, and South Korea are not subject to special regulatory and/or supervisory requirements.
EMPLOYEES
We have no other employees other than our officers and directors. Mauricio Beltran is our President, CEO, and a member of the Board of Directors. Maria Guadalupe Flores N is our Secretary and a Member of the Board. Our officers and directors oversee all responsibilities in the areas of corporate administration, business development, and research. We intend to expand our current management in the future to retain skilled directors, officers, and employees with experience relevant to our business focus. We plan to hire a full-time sales support person to assist the directors as our Site nears completion and give that person 30 days of orientation and training leading up to the official launch of the website. The Site development will be outsourced to a web
development contractor. This will lower expenses and eliminate the need for employees during the first year of operations, though we may hire staff earlier depending on market reception to the launch of our business.
ENVIRONMENTAL LAWS
We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
ITEM 1A.
ITEM 1A. RISK FACTORS
Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected, and in the future could materially affect, actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".
RISK FACTORS
RISKS ASSOCIATED WITH OUR FINANCIAL CONDITION
BECAUSE OUR AUDITOR HAS ISSUED A GOING CONCERN OPINION REGARDING OUR COMPANY, THERE IS AN INCREASED RISK ASSOCIATED WITH AN INVESTMENT IN OUR COMPANY.
We have earned limited revenue since our inception, which makes it difficult to evaluate whether we will operate profitably. Operating expenses for the year ended September 30, 2009, totaled $22,552. We have incurred cumulative net losses of $58,383 since August 31, 2007 to September 30, 2009. We have not attained profitable operations and are dependent upon obtaining financing or generating revenue from operations to continue operations for the next twelve months. As of September 30, 2009, we had cash in the amount of $17,430. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.
BECAUSE WE HAVE A LIMITED OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE YOUR INVESTMENT IN OUR STOCK.
Evaluation of our business will be difficult because we have a limited operating history. We are in the development stage of our business and have not yet begun to offer our products. To date, revenues are not substantial enough to maintain us without additional capital injection. We face a number of risks encountered by early-stage companies, including our need to develop infrastructure to support growth and expansion; our need to obtain long-term sources of financing; our need to establish our marketing, sales and support organizations; and our need to manage expanding operations. Our business strategy may not be successful, and we may not successfully address these risks. If we are unable to sustain profitable operations, investors may lose their entire investment in us.
RISKS ASSOCIATED WITH OUR BUSINESS MODEL
BECAUSE WE HAVE NOT ESTABLISHED THE ESL TEACHERS BRAND NAME, AND OUR PRODUCTS AND NAME HAVE LITTLE, IF ANY, NAME RECOGNITION, WE MAY BE PREVENTED FROM GENERATING REVENUES, WHICH WILL REDUCE THE VALUE OF YOUR INVESTMENT.
Because we are a new company with new products and we have not conducted advertising, there is little or no recognition of our ESL Teachers brand name. As a result, consumers may utilize sites other than ours that have brand recognition in the market and we may be unable to generate sufficient revenues to meet our expenses or meet our business plan objectives, which will reduce the value of your investment.
BECAUSE WE ARE DEPENDENT ON THIRD PARTIES, SHOULD THOSE SERVICES BE INTERRUPTED OR BECOME MORE COSTLY, WE MAY EXPERIENCE A MATERIAL ADVERSE EFFECT ON THE ACCEPTANCE OF OUR BRAND AND ON OUR BUSINESS, FINANCIAL CONDITION, AND OPERATING RESULTS.
Because we are dependent on third parties, especially employers, applicants, and site developers, we face potential losses if any of these parties fail to perform as anticipated or agreed. Our operations and services are dependent on the protections of our equipment from fire, earthquakes, power loss, telecommunications failures and similar events. A significant portion of our equipment, including all critical "server" equipment dedicated to our Internet Web Portal site, will be located at a single facility operated by an independent third-party. Despite precautions taken by us and our third-party "server park" operator, the occurrence of a natural disaster or other unanticipated problems at our corporate offices or those of the server park operator, could cause interruptions in our services. We will be relying upon our server park operator to provide redundant or backup equipment and telecommunications facilities. Any accident, incident or system failure that causes interruptions in our operations could have a material adverse affect on our ability to provide Internet services to our customers. Extensive or multiple interruptions in providing customers with site access are a known primary reason for customer decisions to abandon the use of Internet sites/services. Accordingly, any disruption of our services due to system failures could have a material adverse affect on our business, financial condition and results of operations.
BECAUSE WE RELY HEAVILY UPON THIRD-PARTY TELECOMMUNICATIONS PROVIDERS, ANY DISRUPTION IN THAT TELECOMMUNICATION WILL HAVE ADVERSE EFFECTS ON OUR BUSINESS OPERATIONS.
If telecommunications providers lose service to their customers, our customers will not be able to access our service. We will be relying on our web hosting company to provide the telecommunications links for our customers to access our web site. In the Internet marketplace it is not unusual for telecommunications providers to lose service in a market area, although these problems are usually cured within 24 hours. Any accident, incident, system failure or discontinuance of operations involving a third-party telecommunications provider that causes our members or visitors to be unable to access our site could have a material adverse affect on our ability to provide services to our customers and, in turn, on our business, financial condition, and results of operations.
IF THERE ARE EVENTS OR CIRCUMSTANCES AFFECTING THE RELIABILITY AND SECURITY OF THE INTERNET, ACCESS TO OUR PRODUCT AND/OR THE ABILITY TO SAFEGUARD CONFIDENTIAL INFORMATION COULD BE IMPAIRED CAUSING A NEGATIVE EFFECT ON THE FINANCIAL RESULTS OF OUR BUSINESS OPERATIONS.
Despite the implementation of security measures, our web site infrastructure may be vulnerable to computer viruses, hacking or similar disruptive problems caused by members, other Internet users, other connected Internet sites, and the interconnecting telecommunications networks. Such problems caused by third-parties could lead to interruptions, delays or cessation of service to our customers. Inappropriate use of the Internet by third-parties could also potentially jeopardize the security of confidential information stored in our computer system, which may deter individuals from becoming customers. Such inappropriate use of the Internet includes attempting to gain unauthorized access to information or systems, which is commonly known as "cracking" or "hacking." Although we intend to implement security measures, such measures have been circumvented in the past, and there can be no assurance that any measures we implement would not be circumvented in future. Dealing with problems caused by computer viruses or other inappropriate uses or security breaches may require interruptions, delays or cessation of service to our customers, which could have a material adverse affect on our business, financial condition and results of operations.
IF WE CANNOT DEVELOP OR EXPAND OUR SITE INFRASTRUCTURE REASONABLY, EFFECTIVELY, OR IN A TIMELY MANNER, WE MAY SUFFER A LOSS IN BUSINESS.
The future success of our business will depend to a large extent on the capacity, reliability and security of our Site infrastructure. As consumer visitation increases, we will be required to expand and adapt our Site infrastructure. Such expansion and adaptation will require substantial financial, operational and management resources. We believe that we will have the necessary funds for capital expenditures on Site software and hardware infrastructure during the next twelve months. In the event that we grow very rapidly, there can be no assurance that we will be able to keep up or expand or adapt our Site infrastructure to meet evolving consumer demand on a timely basis and at a commercially reasonable cost, or at all. If we are unable to expand and adapt our Site infrastructure to accommodate visitors to our Site, customers could stop using our service, resulting in a loss of business.
BECAUSE THE INDUSTRY IS DEPENDENT UPON GENERAL ECONOMIC CONDITIONS AND UNCERTAINTIES, FUTURE DEVELOPMENTS COULD RESULT IN A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
US trade & industry is subject to economic changes and periodical fluctuations. Prolonged declines in the economy and/or a recession could have a material adverse effect on our business. The national economy is affected by numerous factors and conditions, all of which are beyond our control, including (a) Interest rates; (b) Inflation; (c) Employment levels; (d) Changes in disposable income; (e) Financing availability; (f) Federal and state income tax policies; and (g) Consumer confidence.
IN THE EVENT THAT WE ARE UNABLE TO SUCCESSFULLY COMPETE WITHIN THE ONLINE ESL EMPLOYMENT BUSINESS, WE MAY NOT BE ABLE TO ACHIEVE PROFITABLE OPERATIONS.
We face substantial competition in the industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. These competitors may have completed development of their sites and are presently marketing these to potential customers. Accordingly, these competitors may have already begun to establish brand-recognition with consumers. We will attempt to compete against these competitors by developing our Site with features and quality that exceed the features offered by competing companies. However, we cannot assure you that our Site will outperform competing sites or those competitors will not develop new sites that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their services, then it may not be possible for us to market our services at prices that are economically viable. Increased competition could result in:
* Lower than projected revenues; * Price reductions and lower profit margins; * The inability to develop and maintain our Site with features and usability sought by potential customers.
Any one of these results could adversely affect our business, financial condition and results of operations. In addition, our competitors may develop competing sites that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition and results of operations.
THE COMPLEXITY OF OUR SITE MAY LEAD TO ERRORS, DEFECTS, AND BUGS, WHICH COULD SUBJECT US TO SIGNIFICANT COSTS OR DAMAGES AND ADVERSELY AFFECT MARKET ACCEPTANCE OF OUR SITE.
We have not undertaken significant testing of our Site and it may contain undetected errors, weaknesses, defects or bugs when first introduced or as new versions are released. If our Site contains defects, reliability, quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may be reluctant to continue to buy our services, which could adversely affect our ability to attract and retain customers. In addition, these defects or bugs could interrupt or delay sales of affected services, which could adversely affect our results of operations.
If defects or bugs are discovered after commencement of commercial operation of our Site, we may be required to make significant expenditures of capital and other resources to resolve the problems. This could result in significant additional development costs and the diversion of technical and other resources from our other development efforts. We could also incur significant costs to repair or replace the defective Site. These costs or damages could have a material adverse effect on our financial condition and results of operations.
IF WE DO NOT EFFECTIVELY IMPLEMENT MEASURES TO SELL OUR PRODUCT, WE MAY NEVER ACHIEVE REVENUES AND YOU WILL LOSE YOUR ENTIRE INVESTMENT.
We are currently developing, testing, and refining our Site. When we are satisfied that our Site provides the highest quality and most effective means for ESL teachers and employers to connect and establish positive working relationships, we will put our Site on the Internet for public access. We have not achieved revenues, or taken active steps to develop a sales force to attain revenues. We have no experience in providing direct sales and service, nor do we have salespeople to promote our Site. Moreover, our sales and marketing efforts may not achieve intended results and therefore may not generate the revenue we hope to achieve. As a result of our corporate strategies, we have decided to initially focus our resources on English speaking Internet users. There can be no assurance that our focus or our near term plans will be successful. If we are not able to successfully address markets for our services, we may not be able to grow our business, compete effectively or achieve profitability.
IF WE ARE UNABLE TO SUCCESSFULLY MANAGE GROWTH, OUR OPERATIONS COULD BE ADVERSELY AFFECTED.
Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.
If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development or production delays as we seek to meet increased demand for our services. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.
BECAUSE WE INTEND TO OFFER OUR SERVICES IN COUNTRIES OUTSIDE THE UNITED STATES, WE ARE SUBJECT TO RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.
Although we have not launched our Site, we anticipate that many of our ESL teachers and employers will be outside the United States. Foreign operations subject us to a number of risks associated with conducting business outside of the United States, including the following:
* Unexpected changes in, or impositions of, legislative or regulatory requirements; * Delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers and restrictions; * Imposition of additional taxes and penalties; * The burdens of complying with a variety of foreign laws; and * Other factors beyond our control, including acts of terrorism, which may impair our ability to travel or our ability to communicate with foreign locations.
In addition, the laws of certain foreign countries in which our Site may be utilized may not protect our Site or intellectual property rights to the same extent as the laws of the United States. This increases the possibility of piracy of our technology and services.
RISKS ASSOCIATED WITH MANAGEMENT AND CONTROL PERSONS
BECAUSE OUR MANAGEMENT IS INEXPERIENCED IN OPERATING AN ONLINE ESL EMPLOYMENT BUSINESS, OUR BUSINESS PLAN MAY FAIL.
Our management does not have any specific training in running an online ESL employment business. With no direct training or experience in this area, our management may not be fully aware of many of the specific requirements related to working within this industry. As a result, our management may lack certain skills that are advantageous in managing our company. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.
BECAUSE OUR MANAGEMENT HAS ONLY AGREED TO PROVIDE THEIR SERVICES ON A PART-TIME BASIS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Mauricio Beltran, our president and director, and Ms. Maria Guadalupe Flores N, our Secretary and director, devote 10 to 15 hours per week to our business affairs. We do not have an employment agreement with Mr. Beltran or Ms. Flores
N, nor do we maintain key life insurance for them. Currently, we do not have any full or part-time employees. If the demands of our business require the full business time of our management, it is possible that they may not be able to devote sufficient time to the management of our business, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.
IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.
Due to the specified nature of our business, having certain key personnel is essential to the development and marketing of the services we plan to sell and thus to the entire business itself. Consequently, the loss of any of those individuals may have a substantial effect on our future success or failure. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.
BECAUSE OUR PRESIDENT AND DIRECTOR, MR. MAURICIO BELTRAN, AND OUR SECRETARY AND DIRECTOR, MS. MARIA GUADALUPE FLORES N, OWN AN AGGREGATE OF 60.96% OF OUR OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT CORPORATE DECISIONS INFLUENCED BY MR. BELTRAN AND MS. FLORES N ARE INCONSISTENT WITH THE BEST INTERESTS OF OTHER STOCKHOLDERS.
Mr. Mauricio Beltran is our president and director. Ms. Maria Guadalupe Flores N is our Secretary and director. Together, they own 60.96% of the outstanding shares of our common stock. Accordingly, they will have an overwhelming influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Mr. Beltran and Ms. Flores N may still differ from the interests of the other stockholders.
BECAUSE OUR PRESIDENT AND DIRECTOR, MR. MAURICIO BELTRAN, AND OUR SECRETARY AND DIRECTOR, MS. MARIA GUADALUPE FLORES N, OWN AN AGGREGATE OF 60.96% OF OUR OUTSTANDING COMMON STOCK, THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE IF THEY WERE TO SELL A SUBSTANTIAL NUMBER OF SHARES ALL AT ONCE OR IN LARGE BLOCKS.
Our president and director, Mr. Mauricio Beltran owns 750,000 shares of our common stock, which equates to 30.48% of our outstanding common stock. Our Secretary and director, Ms. Maria Guadalupe Flores N owns 750,000 shares of our common stock, which equates to 30.48% of our outstanding common stock. There is presently no public market for our common stock although we plan to apply for quotation of our common stock on the NASD over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. If our shares are publicly traded on the over-the-counter bulletin board, Mr. Beltran and Ms. Flores N will be eligible to sell their shares publicly subject to the volume limitations in Rule 144. The offer or sale of a large number of shares at any price may cause the market price to fall. Sales of substantial amounts of common stock or the perception that such transactions could occur may materially and adversely affect prevailing markets prices for our common stock.
RISKS RELATED TO LEGAL UNCERTAINTY
IF OUR INDIVIDUALS ARE HARMED THROUGH AN EMPLOYMENT RELATIONSHIP BROKERED THROUGH OUR SITE, WE WILL INCUR SUBSTANTIAL LITIGATION AND JUDGMENT COSTS, WHICH WILL INCREASE OUR LOSSES AND NEGATIVELY AFFECT OUR BRAND NAME REPUTATION AND PRODUCT SALES.
Because our Site is intended to establish employment relationships, we may be subject to liability for any incidents that may occur in connection with these relationships. We do not currently maintain liability insurance coverage for such claims. If we are unable to obtain such insurance, liability claims could adversely affect our brand name reputation, revenues and ultimately lead to losses. A significant lawsuit could result in the removal of our Site from the Internet. The occurrence of any claims or judgments will negatively affect our brand name image and sales, as well as lead to additional costs.
EVEN THOUGH WE ARE NOT DEVELOPING THE SITE OURSELVES, IF OUR SITE INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WE MAY FIND OURSELVES INVOLVED IN COSTLY LITIGATION, WHICH WILL NEGATIVELY AFFECT THE FINANCIAL RESULTS OF OUR BUSINESS OPERATIONS.
Although we have not received notices of any alleged infringement, we cannot be certain that our Site will not infringe on issued trademarks and/or copyright rights of others. We may be subject to legal proceedings and claims from time to time in our ordinary course of business arising out of intellectual property rights of others. These legal proceedings can be very costly, and thus can negatively affect the results of our operations.
NEW LEGISLATION, INCLUDING THE SARBANES-OXLEY ACT OF 2002, MAY MAKE IT MORE DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS.
The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
ITEM 2.
ITEM 2. PROPERTIES
EXECUTIVE OFFICES
We maintain our corporate office at 2475 Paseo del las Americas, Suite 1135, San Diego, California 92154.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the fourth quarter of fiscal year 2009.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR SECURITIES
Our Common Stock is traded on the over-the-counter market and quoted on the OTCBB under the symbol "ESLS." On September 30, 2009, the closing price for our Common Stock as reported on the OTCBB was unavailable as our Common Stock has not traded.
The high and the low bid prices for our Common Stock is based on inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.
The table below sets forth the range of high and low bid information for our Common Shares as quoted on the OTCBB for each of the quarters during the fiscal year ended September 30, 2009 (no quotes are available for the previous fiscal year as our stock has not traded ):
For the Fiscal Year Ended September 30, 2009
For the Quarter ended High Low --------------------- ---- --- October 31 N/A N/A January 31 N/A N/A April 30 N/A N/A July 31 N/A N/A
HOLDERS OF OUR COMMON STOCK
On January 13, 2010, the shareholders' list of our common stock showed 34 registered shareholder and 2,460,000 shares outstanding.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of directors.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As of September 30, 2009, we had not adopted an equity compensation plan and had not granted any stock options.
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended September 30, 2009 we have not sold any equity securities not registered under the Securities Act.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
During each month within the fourth quarter of the fiscal year ended September 30, 2009, neither we nor any "affiliated purchaser," as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our Common Stock or other securities.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
OVERVIEW
We are a development stage company with limited operations to date, including no revenue sources, limited financial backing, and few assets. Our plan of operation is to develop an industry leading online resource for ESL teachers and ESL operations. Our web-based service will support both job inquiries and job postings. Our business objectives include becoming a leading provider of ESL candidates for placement into full time jobs in the United States, Mexico, Canada, Japan, China and South Korea by developing an interactive web service that will generate income from multiple revenue streams and create value for our shareholders.
We intend to continue the development and refinement of our Product over the coming months. Our goals over the next twelve months are to develop our Site and services to the point that we can begin taking job orders, start to develop our inventory of job applicants, prepare to begin employer interviews of our applicants, and begin discussions with 75 prospective employers about their needs. We will also focus on our research and user feedback to improve the quality of our Product to increase its appeal to ESL teachers and ESL operations.
During our development stage, our officers and directors will provide their time to the business at no charge. This includes all administrative duties along with overseeing the development of the website, developing the sales and marketing information material, researching background on potential job listings from employers, and networking with ESL accreditation schools. As we have limited financial resources, each member of the management team has agreed to dedicate approximately 15-20 hours a week in order to attend to needs of the business.
Our management has developed our information website, acquired a domain name on the web located at www.esl-teachers.com, and uploaded the informational website, which simply provides information about the services we will provide to Internet users.
We plan to develop a beta-test version of the website and involve three ESL employers during the test period. We have identified several prospective companies to approach and plan to begin negotiations to find our three test employers shortly. Our plan is to allow the members of the beta-test group special consideration regarding job postings, enhanced services and other benefits in appreciation for being involved in the test period.
We feel our final Product will compete effectively in the marketplace due to its unique design, which will allow employers and applicants to exchange vital information while forming a personal connection that they may build upon as a
foundation for their future working relationship. We intend to provide a high quality of service and refer qualified applicants to our clients in order to enhance our company reputation and attract new and repeat business.
PLAN OF OPERATION
LOCATE SUITABLE WEBSITE DEVELOPER
We intend to contract out the development of the Site to an accomplished web developer who is familiar with online databases, streaming video, and content management systems within our first three months of operation. The web development contractor will produce the main website including all aspects relating to secured portals for both the ESL applicants and employers. Once the web development contractor has been selected, we will immediately begin work on the high level design specifications for the Site. The web development contractor will be responsible for the database of back office administrative functions as well as the secure web portals for ESL applicants and employers. All parties that we work with will be under a strict Non-Disclosure Agreement. The administrative side of the website will support our own contact management information system with upload capabilities for incremental changes. We anticipate that developing the interactive database and administrative sections to the website will begin in our fourth month of operation. This will be contracted out to an offshore contractor to reduce costs. While the web development is underway, management will be working to build their international network of contacts in the ESL community. Hosting of the website will be contracted out to an internet company that can provide turn-key operations and a high level of service and support.
SALES AND DISTRIBUTION STRATEGY
Our goal is for our online ESL employment services website to become a leading website in the ESL Industry. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be ESL teachers and the ESL operations that employ these teachers. We intend to do this by engaging in the following:
* We will use the Google Adwords program (adwords.google.com/select/Login) as the center of our marketing strategy for the first three years. Google has a strong brand name around the world and is the number one ranked website for online searches by internet users. This fits the demographic of our ESL candidates who travel and use the internet to find information. The Google Adwords program allows us the flexibility to develop our own advertisements, control the frequency of the ads as well as the start and end date for each ad, and accurately track the click through activity from the online ads to our website. This combination of features gives us the ability to control our costs and make adjustments swiftly if needed. The Google Adwords program is built around the use of keywords. When someone uses one of our designated keywords, such as "ESL," our ad will appear on the search page results giving us visibility in the ESL marketplace for both applicants and employers. * Our online marketing efforts will involve Search Engine Optimization, a process by which an online company can improve the volume and quality of the traffic to their website by using keywords. The index page will include the use of strategic meta-tags to help flag a web page for search engines inquiries. During the first six months of operation, we will probe the use of various search phrases and keywords that ESL applicants use when job hunting. Management will generate a summary report of this survey and share this data with our contract website designer. * We plan to focus our sales efforts around our website by promoting its use to ESL applicants and employers alike. The unique features we are borrowing from social networking and online dating websites will encourage web visitors to register with us and become a part of our online community. Our approach will be to not only attract but to retain ESL applicants for long term relationships with us. Sales calls will begin discussions with employers about short term and long term needs for qualified ESL teachers. * From our office in San Diego, California, we plan to begin promoting our services in Mexico and Southern California and gradually expand across the United States into Canada, Europe and the Far East. During the early phase of our sales efforts we will monitor the response from employers in various countries to determine where we should focus our efforts. As immigration rates in the United States continue to rise along with the demand for foreign workers, both skilled and unskilled, the demand or ESL teachers in the United States is expected to grow in
the coming years. Countries like China that offer substantial personal tax incentives for ESL teachers may be a prominent market for us. Our approach is to take an aggressive pricing position in the marketplace that traditionally has charged placement fees ranging from 25% to 30% or more of the first year starting salary. * We plan to write and publish information-style articles on ESL opportunities, overseas job searching and related topics. The directors of the company plan to submit at least one article per quarter to national and international media for publication. * We will examine advertising opportunities within trade journals and international periodicals available in both hard copy and online formats. All media contact through press releases or advertising material will contain the website address, email and telephone number. * Our home page will feature links to strategic partnerships that we develop over time. Hyperlinks from one web page to the next will help to raise the search engine visibility for prospective web visitors. * During the first year we will investigate the effectiveness of email marketing campaigns. We plan to approach vendors that specialize in email marketing to assist in designing an email brochure, our newsletter, and to acquire email marketing lists. We will conduct several test email marketing campaigns and measure the results. The long term benefit to this marketing tactic depends on the quality of the email lists available. With that in mind, we plan to offer an opt-in feature throughout our website to encourage web visitors to submit their own email addresses. These new contacts will receive our online newsletter and have the choice of continuing to remain on our email broadcast network. * We plan to develop a series of free online workshops that discuss trends in ESL job opportunities. We plan to initially promote these as quarterly workshops and gauge the response from attendees. The online workshops will be delivered in PowerPoint format using an online web conference provider. Topics will include emerging trends, hot job markets, 10 things to know when relocating to another country, and related material. * According to our research there is a continuing demand for education services, so we plan to explore the possibilities of aligning ourselves with several companies that offer these kinds of services in exchange for visibility on each others' websites. Our visitors may need or want to upgrade their ESL credentials and their customers will be looking for jobs once their training has been completed. We view these types of discussions as an integral part of becoming involved in the international ESL community. * To increase the number of return customers and visitors to our site, we will provide a constant turnover of current and interesting content about what's happening in the ESL job market including featured employers, countries, and ESL teachers. * We will conduct monthly follow-ups with each newly placed applicant and their employer in order to improve the quality of our service and increase repeat applicants and employers. * By the second year we will examine the potential of attracting paid sponsors to our website. Sponsorship opportunities may arise as we develop relationships with companies such as ESL training firms that do not compete directly with us. By year three we hope to see a modest amount of sponsorships develop that will bring a new revenue stream into the business.
EXPENSES
We estimate the costs to implement our business strategy over the following twelve months to be:
* General, Travel, and Related expenses. We anticipate that this expense category will be used to cover our anticipated general and administrative expenses, including hiring sales and marketing personnel, technology specialists, mid-level management, project manager, and administrative personnel, office space and related overhead, insurance, marketing and sales expenses, legal and accounting fees, printing costs, blue sky fees, transfer agent fees and all other general expenses. Travel expenses will consist primarily of our executive officers and directors visiting ESL Training facilities and ESL Employers in their sales efforts. We estimate general and travel expenses for the next twelve months will be between approximately $30,000 and $35,000;
* Initial Marketing, which will consist of the marketing efforts discussed above, including direct marketing and attendance at trade shows. We estimate initial marketing expenses for the next twelve months will be between approximately $5,000 and $12,000; * Research and Development costs consist of developing and testing our Site. We estimate that research and development costs for the next twelve months will be between approximately $5,000 and $13,000.
We intend to obtain business capital through the use of private equity fundraising or shareholders loans. We anticipate that, in time, the primary source of revenues for our business model will be the sale of our Product.
SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment for the next twelve months.
RESULTS OF OPERATIONS
REVENUES
We had no revenues for the period from August 31, 2007 (date of inception), through September 30, 2009.
EXPENSES
Our expenses for the twelve month periods ended September 30, 2009 and 2008, were $22,552 and $31,673. During the period from August 31, 2007 (date of inception), through September 30, 2009, we incurred expenses of $58,383. These expenses were comprised primarily of general and administrative, and legal and accounting expenses, as well as banking fees.
NET INCOME (LOSS)
Our net loss for the twelve-month periods ended September 30, 2009 and 2008, were $22,552 and $31,673. During the period from August 31, 2007 (date of inception), through September 30, 2009, we incurred a net loss of $58,383. This loss consisted primarily of incorporation costs, legal and accounting fees, consulting fees, website hosting costs, and administrative expenses. Since inception, we have sold 2,460,000 shares of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of September 30, 2009 reflects assets of $17,875 in the form of cash and cash equivalents and prepaid expenses. Since inception, we have sold 2,460,000 shares of common stock with gross proceeds of $63,000. However, cash resources provided from our capital formation activities have, from inception, been insufficient to provide the working capital necessary to operate our Company.
We anticipate generating losses in the near term, and therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources.
GOING CONCERN CONSIDERATION
Our registered independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors.
Due to this doubt about our ability to continue as a going concern, management is open to new business opportunities which may prove more profitable to the shareholders of ESL Teachers Inc. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a
prospective business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our business may fail and our stockholders may lose some or all of their investment.
Should our original business plan fail, we anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ESL Teachers Inc. (A Development Stage Company) Financial Statements September 30, 2009
Report of Independent Registered Public Accounting Firm 24
Balance Sheets as of September 30, 2009 and 2008 25
Statements of Operations for the Years Ended September 30, 2009 and 2008 and the Period from August 31, 2007 (inception) to September 30, 2009 26
Statement of Stockholders' Equity as of September 30, 2009 27
Statements of Cash Flows for the Years Ended September 30, 2009 and 2008 and the Period from August 31, 2007 (inception) to September 30, 2009 28
Notes to Financial Statements 29
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors - -------------------------------------------------------------------------------- Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.maddoxungar.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of ESL Teachers Inc. Reno, Nevada
We have audited the accompanying balance sheets of ESL Teachers Inc. as of September 30, 2009 and 2008, and the related statements of operations, stockholders' equity, and cash flows for the years then ended and the period from August 31, 2007 (date of inception) to September 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ESL Teachers, Inc. as of September 30, 2009 and 2008, and the results of its operations and cash flows for the periods then ended and the period from August 31, 2007 (date of inception) to September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has limited working capital, has not yet received revenue from sales of its products, and has incurred losses from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Maddox Ungar Silberstein, PLLC - ---------------------------------------- Maddox Ungar Silberstein, PLLC Bingham Farms, Michigan January 11, 2010
ESL Teachers Inc. (A Development Stage Company) Balance Sheets As of September 30, 2009 and 2008
The accompanying notes are an integral part of these financial statements
ESL Teachers Inc. (A Development Stage Company) Statements of Operations For the Years Ended September 30, 2009 and 2008 Period from August 31, 2007 (Inception) to September 30, 2009
The accompanying notes are an integral part of these financial statements
ESL Teachers Inc. (A Development Stage Company) Statement of Stockholders' Equity For the Period from August 31, 2007 (Inception) to September 30, 2009
The accompanying notes are an integral part of these financial statements
ESL Teachers Inc. (A Development Stage Company) Statements of Cash Flows For the Years Ended September 30, 2009 and 2008 Period from August 31, 2007 (inception) to September 30, 2009
The accompanying notes are an integral part of these financial statements
ESL Teachers Inc. (A Development Stage Company) Notes to Financial Statements September 30, 2009
NOTE 1 - NATURE OF OPERATIONS
ESL Teachers Inc. (the "Company"), incorporated in the state of Nevada on August 31, 2007, and is developing business activities in teacher recruiting.
The Company has not yet commenced significant business operations and in accordance with SFAS#7 is considered to be in the development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
MANAGEMENT CERTIFICATION The financial statements herein are certified by the officers of the Company to present fairly, in all material respects, the financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America, consistently applied.
CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash and amounts due to the Company's stockholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.
USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.
DIVIDENDS The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
ESL Teachers Inc. (A Development Stage Company) Notes to Financial Statements September 30, 2009
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LOSS PER SHARE Basic loss per share is calculated using the weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. For the years presented, this calculation proved to be anti-dilutive.
INCOME TAXES The Company provides for income taxes using an asset and liability approach.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.
NET LOSS PER COMMON SHARE Net loss per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.
NOTE 3 - DUE TO STOCKHOLDER
The $6,058 due to a stockholder at September 30, 209 is unsecured, non-interest bearing and has no specific terms of repayment.
NOTE 4 - CAPITAL STOCK
The Company has 50,000,000 common shares authorized at a par value of $0.001 per share. During the year ended September 30, 2008, the Company issued 960,000 common shares for total proceeds of $48,000. During the period ended September 30, 2007, the Company issued 1,500,000 common shares for total proceeds of $15,000. At September 30, 2009, the Company has no warrants or options outstanding. There were no additional shares issued in the year ended September 30, 2009. Total shares issued and outstanding at September 30, 2009 were 2,460,000.
NOTE 5 - INCOME TAXES
The Company provides for income using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company's opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded.
ESL Teachers Inc. (A Development Stage Company) Notes to Financial Statements September 30, 2009
NOTE 5 - INCOME TAXES (CONTINUED)
The cumulative net operating loss carry-forward is approximately $58,000 at September 30, 2009, and will begin to expire in the year 2028.
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
2009 2008 -------- -------- Deferred tax asset attributable to: Net operating loss carryover $ 19,720 $ 12,100 Valuation allowance (19,720) (12,100) -------- -------- Net deferred tax asset $ -- $ -- ======== ========
NOTE 6 - RELATED PARTY TRANSACTION
As at September 30, 2009, there is a balance owing to a stockholder of the Company in the amount of $6,058.
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has limited working capital, has no established source of revenue, and has incurred losses since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
The Company's activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $58,383 as of September 30, 2009. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.
NOTE 8 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to September 30, 2009 and has determined that it does not have any material subsequent events to disclose in these financial statements.
ESL Teachers Inc. (A Development Stage Company) Notes to Financial Statements September 30, 2009
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.
STATEMENT NO. 150 - ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY (ISSUED 5/03)
This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.
STATEMENT NO. 151- INVENTORY COSTS-AN AMENDMENT OF ARB NO. 43, CHAPTER 4 (ISSUED 11/04)
This statement amends the guidance in ARB No. 43, Chapter 4, INVENTORY PRICING, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "...under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal ass to require treatment as current period charges...." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.
STATEMENT NO. 152 - ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS (AN AMENDMENT OF FASB STATEMENTS NO. 66 AND 67)
This Statement amends FASB Statement No. 66, ACCOUNTING FOR SALES OF REAL ESTATE, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS.
This Statement also amends FASB Statement No. 67, Accounting FOR COSTS AND INITIAL RENTAL OPERATIONS OF REAL ESTATE PROJECTS, states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2.
ESL Teachers Inc. (A Development Stage Company) Notes to Financial Statements September 30, 2009
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
STATEMENT NO. 153- EXCHANGES OF NON-MONETARY ASSETS (AN AMENDMENT OF APB OPINION NO. 29)
The guidance in APB Opinion No. 29, ACCOUNTING FOR NON-MONETARY TRANSACTIONS, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.
STATEMENT NO. 154 - ACCOUNTING CHANGES AND ERROR CORRECTIONS (A REPLACEMENT OF APB OPINION NO. 20 AND FASB STATEMENT NO. 3)
This Statement replaces APB Opinion No. 20, ACCOUNTING CHANGES, and FASB Statement No. 3, REPORTING ACCOUNTING CHANGES IN INTERIM FINANCIAL STATEMENTS, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.
The adoption of these and other new Statements is not expected to have a material effect on the Company's current financial position, results or operations, or cash flows.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of September 30, 2009, our principal executive officer and principal financial officer assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, he concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our principal executive officer and principal financial officer considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the audit of our financial statements as of September 30, 2009.
Our principal executive officer and principal financial officer believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, our principal executive officer and principal financial officer believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors result in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully, implemented by March 31, 2010. Additionally, we plan to test our updated controls and remediate our deficiencies by September 30, 2010.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE OFFICER AND DIRECTORS
Our officers and directors and their ages and positions are as follows:
Name Age Position ---- --- --------
Mauricio Beltran 42 President, CEO, Treasurer, CFO, and Director
Maria Guadalupe Flores N. 35 Secretary
MR. MAURICIO BELTRAN is our President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting and director. Mr. Mauricio Beltran works in the Customs Department of the Secretaria de Hacienda y Credito Publico in Tijuana, Baja-California. In this position he is in charge of notifying companies and individuals regarding non-compliance with the Mexican Importer's Registry code. This position is in the legal department of the Secretaria de Hacienda y Credito Publico, a position he has held since 2004.
Prior to that Mr. Beltran worked as a Purchasing Manager for Promociones El Floro, S.A., a show and entertainment company also in Tijuana, Baja-California. In this role he was responsible for sourcing of material, packaging, printing and promotional material; he developed and maintained the international vendor network; he was responsible for budget management and cost control practices; coordinated all day-to-day office functions; supervised and evaluated support staff in the Purchasing Department; solicited bids, quotes and negotiated terms of contracts with vendors as well as making the purchasing decisions; and trained other staff members to be able to make the same type of decisions.
From 1998 to 2003 Mr. Beltran worked as an Assistant Purchasing Manager at Belmont, S.A. de C.V. in Tijuana, Baja-California. In his role there Mr. Beltran worked with suppliers, the distribution team and the merchant team to ensure the timely delivery of merchandise. He also managed the markdown process and communicated with buyers; analyzed the advertising performance and made recommendations for future ads; and assisted in the preparation of pre-market analysis. Mr. Beltran managed the performance of purchasing clerical functions, including routine correspondence, vendor list preparations, vendor applications and updates, bid and specification preparation, compilation of surplus equipment lists, and contract and records files maintenance. He was responsible for communication from the purchasing department both orally and in writing with vendors, other employees and the public in order to maintain effective business relationships.
MS. MARIA GUADALUPE FLORES N is our Secretary and director. Ms. Flores N has a background in translation in business and legal environments. Currently she works as the administrator for a billboard and advertising company, Publicar, S.A. de C.V. in Tijuana, Baja-California where she has been since 2005. She is responsible for filings before government agencies of diverse documents related to the billboards of the company, translations of all documents, plus other administrative and accounting duties. Prior to that Ms. Flores worked as the Office Manager / Administrator for Film Mexico from 2003 to 2005, a financing company for the motion picture industry serving studios in the USA and Mexico. Ms. Flores reported directly to the President where she was responsible for managing day-to-day operations, including working with clients, conducting company meetings, and other administrative functions. Ms. Flores was also responsible for filing reports with the National Registry of Foreign Investment, and handled travel arrangements, expense reports and basic bookkeeping duties.
From 2001 to 2003, Ms. Flores worked as an Administrative / Legal Assistant at the law offices of Sergio Fillad Fahme in Tijuana, Baja-California. Here she managed all administrative tasks relating to legal documents, correspondence, depositions and court filings and related administrative tasks.
AUDIT COMMITTEE
We do not have an audit committee at this time.
COMMITTEES OF THE BOARD OF DIRECTORS
To date, our Board of Directors has not established a nominating and governance committee, a compensation committee, nor an audit committee.
CODE OF ETHICS
We currently do not have a Code of Ethics.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended March 31, 2009, no Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were not filed on a timely basis.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of compensation paid to the following persons during the fiscal period ended September 30, 2009 are set out in the summary compensation table below:
* our Chief Executive Officer (Principal Executive Officer); * our Chief Financial Officer (Principal Financial Officer); * each of our three most highly compensated executive officers, other than the Principal Executive Officer and the Principal Financial Officer, who were serving as executive officers at the end of the fiscal year ended September 30, 2009; and * up to two additional individuals for whom disclosure would have been provided under the item above but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended September 30, 2009;
(collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OPTION GRANTS AND EXERCISES
There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above.
EMPLOYMENT AGREEMENTS
We have not entered into employment and/or consultant agreements with our Directors and officers.
COMPENSATION OF DIRECTORS
All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties. Our directors have not received any compensation for the fiscal year ended September 30, 2009.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
BENEFICIAL OWNERSHIP OF HOLDINGS
The table below sets forth the number and percentage of shares of our common stock owned as of October 26, 2009, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our Directors, and (iii) our officers and Directors as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.
- ---------- (1) Based on 2,460,000 shares of our common stock outstanding.
CHANGES IN CONTROL
There are no existing arrangements that may result in a change in control of the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
The following table sets forth information regarding our equity compensation plans.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
As of September 30, 2009, there is a balance owing to one of our stockholders in the amount of $6,058. This balance is unsecured, non-interest bearing and has no specific terms of repayment.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
For the year ended September 30, 2009, Maddox Ungar Silberstein PLLC billed us for $4,300 (2008: $4,300) in audit fees.
REVIEW FEES
Maddox Ungar Silberstein PLLC, billed us $3,000 (2008: $4,500) for reviews of our quarterly financial statements in 2009 and are not reported under Audit Fees above.
TAX AND ALL OTHER FEES
We did not pay any fees to Maddox Ungar Silberstein PLLC for tax compliance, tax advice, tax planning or other work during our fiscal year ended September 30, 2009.
PRE-APPROVAL POLICIES AND PROCEDURES
We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by Maddox Ungar Silberstein PLLC and the estimated fees related to these services.
With respect to the audit of our financial statements as of September 30, 2009 and for the years then ended, none of the hours expended on Maddox Ungar Silberstein PLLC engagement to audit those financial statements were attributed to work by persons other than Maddox Ungar Silberstein PLLC's full-time, permanent employees.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit Description - ------- -----------
3.1 Articles of Incorporation. (Attached as an exhibit to our Registration Statement on Form SB-2 originally filed with the SEC on January 23, 2008 and incorporated herein by reference.)
3.2 Bylaws. (Attached as an exhibit to our Registration Statement on Form S-1/A originally filed with the SEC on February 27, 2008 and incorporated herein by reference.)
31.1 Certification of Mauricio Beltran pursuant to Rule 13a-14(a).
32.1 Certification of Mauricio Beltran pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with 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.
ESL TEACHERS INC.
January 13, 2010 By: /s/ Mauricio Beltran --------------------------------------------- Mauricio Beltran President, CEO, Treasurer, CFO and Director (President, CEO, Treasurer, CFO and Director)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.