Item 1. Business
Overview
We were formed to engage in internet based retail sales of authentic, designer merchandise and personal accessories, including jewelry, offered at discount prices, but we do not have any inventory or a significant amount of other assets and we have not generated substantial revenues since inception.
As a result of a sale of our common stock by certain stockholders to WebSky, Inc. during March 2008, we are now a 81% owned subsidiary of WebSky. WebSky plans to change the focus of our business. We will seek to enter the wireless telecommunications business abroad by seeking opportunities in Argentina and other parts of the world.
These opportunities and efforts may include:
· The acquisition of frequency spectrum in targeted emerging markets for the eventual development of wireless broadband internet (WiMAX and related) systems or for the eventual disposition of such frequency rights.
· Securing radio spectrum and related licenses for the deployment and operation of wireless and wireline telecommunications operations, including, but not limited to, wireless broadband (WiMAX, community WiFi and other standards) and cellular telephony in Argentina and other nations in the Southern Hemisphere, as well as in a number of other targeted markets in South Asia and Southeast Asia.
· In conjunction with strategic technological partners, further expand the development and deployment of wireless communications systems for national or local governments, in areas where we may acquire and control radio spectrum and in areas where we can partner with local spectrum licensees.
· Acquiring other telecom companies in emerging market economies, in conjunction with efforts to acquire licensed broadband radio frequency spectrum in order to enhance the value of the spectrum and to support, broaden and facilitate the development those projects.
We could, in some cases, acquire the necessary rights and licenses for wireless broadband internet services, develop and deploy such services, and, together with local partners, on whom we would continue to rely to a great degree, operate a WiMAX/wireless broadband system. In other cases, the appropriate course may be determined to be the acquisition and perfection of the applications licenses and permits which would then be sold, in whole or in part, to another entity to engage in the actual operation of a system. In the latter circumstance, and even in circumstances where we have has no ownership interests in licenses or permits, our developing expertise in certain niche applications for wireless broadband systems could provide significant value-added services to third party operators of such systems.
Mobile Broadband Market
The Internet has evolved into a world-wide system and is now used daily by millions of people throughout the world for business and commerce, personal communications, education, and entertainment. The growth in Internet usage has been facilitated by DSL, cable and satellite broadband services that enable users to access the Internet at very high data speeds. However, many Internet users have access to broadband connectivity only in their homes or workplaces, where they may connect to DSL or cable systems. The development of wider mobile WiMax or other wireless broadband networks would permit broadband connectivity without the need for landline based connections. The demand for mobile broadband connectivity, through technologies such as mobile WiMax, is likely to grow as newer and more capable portable wireless devices come to the market.
Worldwide Interoperability for Microwave Access, commonly known as WiMAX, is a certification mark established by the WiMAX Forum for products that are compliant with the Institute of Electronical and Electronic Engineers (“IEEE”) 802.16 set of standards. The original 802.16 standard required equipment operating in the 10-66 GHz frequency band, which required tall transmission towers and line-of-sight connectivity. IEEE standards have been amended over the past several years, and now include the 802.16e standard for mobile WiMAX. Mobile WiMax is intended to support mobile broadband services through the use of portable devices such as mobile telephones, laptop computers, personal digital assistants (PDA), and similar portable devices. Alternatives to mobile WiMAX for the delivery of mobile broadband services include CDMA2000, UMTS (Universal Mobile Telecommunications System) and 802.20 (Mobile-Fi). Some of these technologies, such as CDMA 2000 and UMTS, have already been deployed by major wireless carriers and have achieved significant levels of market penetration.
Entering the Wireless Broadband Telecommunications Business
We have not yet acquired any business assets or entered the wireless telecommunications business. Our ability to enter the telecommunications field is dependent upon our ability to develop opportunities in targeted markets and to obtain financing for the acquisition of equipment, licenses, or businesses, and working capital to operate any business that we may start or acquire. Although WebSky may provide us with cash to meet our near term capital needs, WebSky has only limited financial resources and we do not consider WebSky to be a long term source of financing.
We may issue common stock, preferred stock, or other securities to acquire other companies, or interests in other companies, in the telecommunications business, or to acquire telecommunications licenses or other assets for use in our business. We may enter into one or more mergers or similar transactions with other companies that are engaged in telecommunications business or related businesses. We may sell capital stock or other securities from time to time in order to raise working capital or to finance an acquisition of assets or another telecommunications business.
Competition
Large, well established providers of wireless telecommunications services will be competing for the spectrum licenses and other rights to develop and operate WiMax and other wireless networks around the world. These companies have large product and service distribution networks, brand recognition, and much greater capital resources than we do and they may be able to offer a higher price and more certain financing for the acquisition of any telecommunications licenses businesses that we may identify as potential acquisition targets.
Government Regulation
The operation of licensed telecommunications frequencies is subject to government regulation in most countries. Generally, a license from the government is required in order to operate, broadcast, or sell “bandwidth” at designated frequencies. The ownership and operation of “landline” based telephone and other telecommunications
systems are subject to regulation as well. National regulations may restrict or prohibit the ownership or operation of telecommunications systems or frequencies by foreign individuals or entities, and may restrict the concentration of ownership by individuals or entities. The terms of telecommunications licenses issued by governments may also require the licensee to meet specific capital requirements, to make capital improvements or similar investments in equipment and infrastructure to “build out” a system, and to operate the system in accordance with applicable rules and regulations that may limit the prices that may be charged for the use of the frequency or system, and that, in the case of wireless telecommunication, may require a licensee to obtain and maintain a specified minimum number subscribers in order to retain their license.
Certain Risk Factors
Our ability to successfully enter the telecommunications business in Argentina or in any other country is subject to substantial risks and uncertainties, which include but are not limited to the following:
We May Not Be Able to Obtain Sufficient Capital to Operate Our Planned Business. We had no cash on hand as of June 30, 2009, and we had to borrow money from some of our shareholders to meet our operating expense. Although WebSky may provide us with cash to meet our near term working capital needs, WebSky has limited financial resources and is not legally obligated to finance our operations. Accordingly, we will have to obtain sufficient financing to enter the telecommunications business. There is no assurance that such financing will be made available to us.
We May Not Be Able to Acquire Telecommunications Businesses or Assets Even If Financing For That Purpose Becomes Available. WebSky was able to acquire companies that held telecommunications licenses in Buenos Aires, Argentina, but there is no assurance that we will be able to do so in the future. The market value and, consequently, the cost of purchasing, a telecommunications license has increased during recent years. As a result even if our management team is able to identify owners of licenses that may be willing to sell their licenses or their company, we may not be able to raise the funds needed to finance the acquisition.
Our Business Could Be Adversely Affected If We Lose the Services Of The Key Personnel Upon Whom We Will Depend. We have only three executive officers and no other employees. We will depend upon the services of our officers, especially, Chairman, Douglas P. Haffer, in conducting our planned business. The loss of the services of any of our officers, especially the services of Mr. Haffer, could have a material adverse affect on our ability to implement our business plan and to conduct our operations.
Because We Do Not Have Long-Term Employment Agreements With Our Officers and We May Not be Able to Hire Additional Officers and Employees. We do not presently have long-term employment agreements with any of our executive officers because our present financial situation precludes us from making compensation commitments. Unless we are able to raise additional capital or generate operating revenues sufficient to pay executives and employees compensation, we will not be able to hire additional officers or other employees, even if their services are needed for our business operations.
Employees
As of June 30, 2009, we employed two persons on a part-time basis.
Item 2.
Item 2. Properties
Our principal offices are at 160 Franklin Street, Suite 201, Oakland, CA 94607. The office space comprises approximately 1,190 square feet and is occupied by our controlling shareholder WebSky, Inc. under a lease that expires on Novermber 30, 2010. WebSky pays $2,800 per month as rent for the space. The exact amount of rent and other lease expense that will be allocated to us has not yet been determined, but a significant portion of those expenses will be allocated to us if we are successful in generating sufficient operating revenues to pay those costs.
Item 3.
Item 3. Legal Proceedings
We are not presently involved in any material litigation or proceedings, and to our knowledge no such litigation or proceedings are contemplated.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
There is no public market for our common stock. As of October 9, 2009 our common stock was held of record by 55 stockholders.
We have paid no dividends on our common stock since inception and we do not plan to pay dividends on our common stock in the foreseeable future.
We did not have any stock option plans in effect or any stock options or warrants outstanding during the fiscal year ended June 30, 2009.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We were formed to engage in internet based retail sales of authentic, designer merchandise and personal accessories, including jewelry, offered at discount prices, but we do not have any inventory or a significant amount of other assets and we have not generated substantial revenues since inception.
As a result of a sale of our common stock by certain stockholders to WebSky, Inc. during March 2008, we are now an 81% owned subsidiary of WebSky. WebSky plans to change the focus of our business. We will seek to enter the wireless telecommunications business abroad by seeking opportunities in Argentina and other parts of the world.
We have not yet acquired any business assets or entered the wireless telecommunications business. Our ability to enter the telecommunications field is dependent upon our ability to develop opportunities in targeted markets and to obtain financing for the acquisition of equipment, licenses, or businesses, and working capital to operate any business that we may start or acquire. Although WebSky may provide us with cash to meet our near term capital needs, WebSky has only limited financial resources and we do not consider WebSky to be a long term source of financing.
Results of Operations
Year Ended June 30, 2009 and Year Ended June 30, 2008
We had no revenue for the fiscal year ended June 30, 2009, as we discontinued our internet sales operations during the fiscal year ended June 30, 2008. Our revenues for the fiscal year ended June 30, 2008 were $2,901. Our gross profit was $539 in fiscal 2008. However, during the third quarter of 2008 we discontinued our internet sales business.
We incurred general and administrative expenses of $31,378 during fiscal year 2009 compared to $79,304 during fiscal year 2008. Most of our general and administrative expenses were accounting and legal fees.
We had a net loss of $31,378 during fiscal year 2009 compared to a net loss of $78,765 during the fiscal year ended June 30, 2008. The decreased loss is attributable to decreased general and administrative expenses.
Liquidity and Capital Resources
Our audited financial statements appearing elsewhere in this Report have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Management realizes that we must generate revenue or obtain sufficient capital sufficient to enable us to meet our operating expenses. To the extent we are unable to obtain generate sufficient operating revenues or obtain additional working capital, our financial statements will be materially, adversely effected.
As reflected in the financial statements appearing in this Report, we sustained a net loss of $31,378 for the fiscal year ended June 30, 2009, and at June 30, 2009 we had an accumulated deficit of $188,634. We have $381 cash on hand and our ability to continue as a going concern is dependent on our ability to raise additional capital and to further implement our new business plan.
Our operations have been funded primarily by the sale of equity securities (1,000,000 shares at $0.10 per share) in a private placement that raised $100,000 in gross proceeds during February and March 2006. These funds have been used for working capital and general corporate purposes in furtherance of our original business plan. During the period from July 21, 2005 (inception) to June 30, 2006, two of our largest non-management shareholders provided us with cash advances in the aggregate amount of $36,500, which we repaid as of March 31, 2007. Those shareholders advanced us $18,600 and $15,000, respectively, during the nine months ended March 31, 2008 for working capital purposes. Both of those shareholders have sold most of their eLuxuryHouse stock to WebSky and they are not expected to make any additional cash advances to us. WebSky advanced us $60,091 since March 17, 2008 to permit us to pay our expenses
Our ability to enter the telecommunications field under our new business plan is dependent upon our ability to obtain financing for that purpose, including financing for the acquisition of equipment, licenses, or businesses, and working capital to operate any business that we may start or acquire. Although WebSky (an affiliate of our Chief Executive Officer) may provide us with cash to meet our near term capital needs, WebSky has only limited financial resources and we do not consider WebSky to be a long term source of financing.
We may issue common stock, preferred stock, or other securities to acquire other companies or interests in other companies in the telecommunications business, or to acquire telecommunications licenses or other assets for use in our business. We may enter into one or more mergers or similar transactions with other companies that are engaged in the telecommunications business or related businesses. We may sell capital stock or other securities from time to time in order to raise working capital or to finance an acquisition of assets or another telecommunications business.
We have no off-balance sheet arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We did not hold any market risk sensitive instruments as of June 30, 2009 or June 30, 2008.
Item 8.
Item 8. Financial Statements and Supplementary Data.
ELUXURYHOUSE, INC.
FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
CONTENTS
Page(s)
Report of Independent Registered Public Accounting Firm
Financial Statements:
Balance Sheets - As of June 30, 2009 and 2008
Statements of Operations -
For the Years Ended June 30, 2009 and 2008
Statement of Changes in Stockholders’ Deficit -
For the Years Ended June 30, 2009 and 2008
Statements of Cash Flows -
For the Years Ended June 30, 2009 and 2008
Notes to Financial Statements
12-17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of:
eLuxuryHouse, Inc.
We have audited the accompanying balance sheets of eLuxuryHouse, Inc., as of June 30, 2009 and 2008 and the related statements of operations, changes in stockholders' deficit and cash flows for the years ended June 30, 2009 and 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our 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 is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerations 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 eLuxuryHouse, Inc. as of June 30, 2009 and 2008, and the results of its operations and its cash flows for the years ended June 30, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss of $31,378 and net cash used in operations of $31,469 for the year ended June 30, 2009; and a working capital deficit and stockholders’ deficit of $53,744 and an accumulated deficit of $188,634 at June 30, 2009. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Berman & Company, P.A.
Boca Raton, Florida
October 5, 2009
551 NW 77th Street, Suite 107 · Boca Raton, FL 33487
Phone: (561) 864-4444 · Fax: (561) 892-3715
www.bermancpas.com · info@bermancpas.com
Registered with the PCAOB · Member AICPA Center for Audit Quality
Member American Institute of Certified Public Accountants
Member Florida Institute of Certified Public Accountants
eLUXURYHOUSE, INC.
BALANCE SHEETS
See accompanying notes to financial statements
eLUXURYHOUSE, INC.
STATEMENTS OF OPERATIONS
See accompanying notes to financial statements
eLUXURYHOUSE, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED JUNE 30, 2009 AND 2008
See accompanying notes to financial statements
eLUXURYHOUSE, INC.
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
eLuxuryHouse, Inc. (“the Company”) was incorporated in the State of Florida on July 21, 2005.
On March 17, 2008, WebSky, Inc. (“WebSky”), a Nevada corporation, purchased 27,309,100 shares (the “Control Shares”) (91% of the outstanding shares) of the Company’s common stock from existing shareholders. This transaction resulted in a change of control. In connection with this sale, the Company intends to change the focus of the business. The Company was formerly engaged in internet-based retail sales of authentic designer merchandise including handbags, wallets, belts, watches, jewelry and other personal accessories offered at discount prices. These nominal operations ceased in March 2008.
WebSky is engaged in the wireless, broadband telecommunications business. Through the ownership of its Argentine subsidiary, WebSky Argentina S.A., WebSky controlled certain wireless broadband spectrum licenses and frequencies in Buenos Aires, Argentina. Websky intends for the Company to focus primarily on new wireless telecommunications opportunities in Argentina and other parts of Latin America, but it may also consider opportunities in others parts of the world.
Risks and Uncertainties
The Company intends to operate in an industry that is subject to intense competition and rapid technological change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At June 30, 2009 and 2008 respectively, the Company had no cash equivalents.
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2009 and 2008 respectively, there were no balances that exceeded the federally insured limit.
Equipment
During the year ended June 30, 3008, the Company recognized an impairment loss of $3,749 in connection with the sale of the control shares and its intended new focus of business operations. There were no impairment charges taken during the year ended June 30, 2009.
Website Development
During the year ended June 30, 2008, the Company recognized an impairment loss of $4,888 in connection with the sale of the control shares and its intended new focus of business operations. There were no impairment charges taken during the year ended June 30, 2009.
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009 AND 2008
Long Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Fair Value of Financial Instruments
The carrying amounts of the Company’s short-term financial instruments, including accounts payable and notes payable - related party, approximates fair value due to the relatively short period to maturity for these instruments.
Revenue Recognition
During 2008, the Company recorded revenue when all of the following occurred; (1) persuasive evidence of an arrangement existed, (2) product delivery had occurred, (3) the sales price to the customer was fixed or determinable, and (4) collectibility was reasonably assured. The Company recognized revenue from its retail sales of personal accessories via the internet when the product was shipped to the customer.
The Company also offered a three-day right of return on all goods purchased. For the years ended June 30, 2009 and 2008, there were no returns, respectively. The Company has not estimated any additional sales returns based on historical or expected future results and there were no sales subject to return at June 30, 2009 and 2008, respectively.
Advertising
Costs incurred for advertising are charged to operations as incurred. For the year ended June 30, 2009 and 2008, advertising expense was $0 and $360, respectively.
Income Taxes
The Company accounts for income taxes using the asset and liability method. The asset and liability method provides that deferred tax assets and liabilities be recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company evaluates for uncertain tax positions under a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments. At June 30, 2009 and 2008, respectively, the Company did not record any liabilities for uncertain tax positions.
Earnings per Share
Basic earnings/(loss) per share is computed by dividing net income/(loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings/(loss) per share is computed by dividing net income/(loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At June 30, 2009 and 2008, respectively, the Company did not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009 AND 2008
Stock-based compensation
All share-based payments to employees are recorded and expensed in the statement of operations. The measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of employee stock options based on estimated fair values.
Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary in subsequent periods if actual forfeitures differ from those estimates.
There was no stock based compensation recorded during the years ended June 30, 2009 and 2008.
Non-employee stock based compensation
Stock-based compensation awards issued to non-employees for services is recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable.
There was no third party stock based compensation recorded during the years ended June 30, 2009 and 2008.
Segment Information
During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented. In March 2008, the Company ceased operating as an internet retailer.
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS 141R, “Business Combinations” (“SFAS 141R”), which replaces FASB SFAS 141, “Business Combinations”. This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition. SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date. This compares to the cost allocation method previously required by SFAS No. 141. SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met. Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date. This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008. Early adoption of this standard is not permitted and the standards are to be applied prospectively only. Upon adoption of this standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed. The adoption of SFAS No. 141R did not have a material effect on the Company’s financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The adoption of SFAS No. 160 did not have a material effect on the Company’s financial position, results of operations or cash flows.
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009 AND 2008
In January 2009, the Company adopted the provisions of Emerging Issues Task Force Issue 07-5 Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (EITF 07-5) which was ratified by the Financial Accounting Standards Board on June 25, 2008 and became effective for financial statements issued after December 15, 2008. Earlier application was not permitted. Under the provisions of EITF 07-5, convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (“reset provisions”), may no longer be exempt from derivative accounting treatment under paragraph 11(A). of Statement of Financial Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging Activities (SFAS 133). As a result, warrants and embedded conversion features of convertible notes may no longer be recorded in equity, but may rather be recorded as a liability, which will be remeasured at fair value at each reporting date. Further, under derivative accounting, the warrants will be valued at their fair value, rather than their relative fair value. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as derivative expense on the commitment date and upon marking to market on a periodic basis, the Company will record an adjustment to the statement of operations called change in fair value. The fair value of the embedded conversion feature will be added to loan discount, in an amount which is the lesser of, the fair value of the embedded conversion feature or the excess of the face value of the debt over the fair value of the attached warrants or any other applicable debt discounts. The adoption of EITF 07-5 did not have a material effect on the Company’s financial position, results of operations or cash flows.
In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed,” which further clarifies the principles established by SFAS No. 157. The guidance is effective for the periods ending after June 15, 2009 with early adoption permitted for the periods ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to have a material effect on the Company’s financial position, results of operations, or cash flows.
Other accounting standards have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.
NOTE 2 - GOING CONCERN
As reflected in the accompanying financial statements, the Company has a net loss of $31,378 and net cash used in operations of $31,469 for the year ended June 30, 2009; and a working capital deficit and stockholders’ deficit of $53,744 and an accumulated deficit of $188,634 at June 30, 2009.
The ability of the Company to continue as a going concern is dependent on Management's plans, which include the raising of capital through debt and/or equity markets. The Company has generated minimal sales since July 21, 2005 (inception) and ceased operations in 2008. The Company will require additional funding during the next twelve months to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009 AND 2008
NOTE 3 - INCOME TAXES
The Company has considered the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. Additionally the Company has established a valuation allowance to reflect the likelihood of realization of deferred tax assets.
The Company has a net operating loss carryforward for tax purposes totaling approximately $180,000 at June 30, 2009, expiring through 2029. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
Significant deferred tax assets at June 30, 2009 and 2008 are as follows:
The valuation allowance at June 30, 2008 was approximately $56,000. The net change in valuation allowance during the year ended June 30, 2009, was an increase of approximately $12,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2009.
The actual tax benefit differs from the expected tax benefit for the period ended June 30, 2009 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes and 5.5% for state income taxes, a blended rate of 37.63%) as follows:
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009 AND 2008
NOTE 4 - NOTES PAYABLE - RELATED PARTY
(A) Year Ended June 30, 2008
During the year ended June 30, 2008, the Company received $33,600 from two former related party stockholders. The notes were non-interest bearing, unsecured and due on demand. On March 17, 2008, the Company’s majority stockholders sold all of their shares of common stock resulting in a change of control. The total amount due to these former related party stockholders prior to the sale were forgiven and credited to additional paid in capital.
During the year ended June 30, 2008, the Company executed notes payable of $19,741 with Websky. These notes are unsecured and due on demand. Interest, at 7%, is payable only upon default. No amounts are in default.
The Company repaid $1,159 in 2008 pertaining to loans received during 2007.
(B) Year Ended June 30, 2009
During the year ended June 30, 2009, the Company executed notes payable of $31,850 with Websky. These notes are unsecured and due on demand. Interest, at 7%, is payable only upon default. No amounts are in default.
100% and 37%, respectively, of all debt financing in 2009 and 2008 was from Websky.
NOTE 5 - SUBSEQUENT EVENT
The Company has evaluated for subsequent events between the balance sheet date of June 30, 2009 and October 5, 2009, the date the financial statements were issued.
In July 2009, the Company executed notes payable of $8,500 with Websky. The advances bear interest at 7%. This note is due on demand. Interest is payable only upon default.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
On June 20, 2007, we received correspondence dated June 18, 2007 from DaszkalBolton LLP (“DB”) informing us that they were resigning as our independent public accountants. Our management at the time reported that during our fiscal year ended June 30, 2006 and any subsequent period preceding the date of resignation, there were no disagreements between us and DB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of DB, would have caused DB to make reference thereto in connection with their report. The accountants’ report issued by DB on our financial statements for the fiscal year ended June 30, 2006 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty or audit scope or accounting principles, except to express doubt as to our ability to continue as a going concern.
In connection with DB’s review of our unaudited financial statements for the period ended March 31, 2007, DB advised our prior management that in its view, we did not maintain adequate accounting records to accurately and timely prepare our financial statements and that we must develop a system of internal controls that insures prompt and accurate reporting.
On September 18, 2007, we engaged Berman & Company, P.A. (“Berman & Company”) as our independent public accountants. We had not, prior to engaging Berman & Company, consulted with them: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, and neither written nor oral advice was provided that was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject or a disagreement or a reportable event.
Item 9A(T).
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
It is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) and to review and evaluate the effectiveness of our disclosure controls and procedures for the purpose of determining whether our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our Chief Executive Officer and our Treasurer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officers and our principal financial officer, did not take office until Mach 17, 2008, when WebSky, Inc. purchased a controlling interest in us. Accordingly, the financial statements for the fiscal year ended June 30, 2008 included in this report were prepared based upon financial information gathered by prior management. During the previous accounting period, prior management concluded that our financial controls “were not effective at the reasonable assurance level because, due to financial constraints, the Company does not maintain a sufficient complement of personnel with an appropriate level of technical accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial accounting ad reporting requirements.”
Our management, including our principal executive officer and our principal financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of a date within ninety (90) days of the filing date of this Form 10-K annual report. Current management took office on March 17, 2008. We did not conduct any material business operations during the period from March 17, 2008 through June 30, 2009.
Following management’s review and evaluation, management collectively determined that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our Chief Executive Officer and our Treasurer, as appropriate to allow timely decisions regarding required disclosure. However, we may need to implement different internal controls over financial reporting that are suitable to any new business operations that we may conduct.
Changes in Internal Control over Financial Reporting
Current management is not aware of any changes in our internal controls over financial reporting during the fiscal year ended June 30, 2009 implemented that materially affected or that could reasonably likely materially affect our internal controls over financial reporting. However, as discussed above, current management took office on March 17, 2008 and has not evaluated the internal controls over financial reporting that were in place prior to that date, which prior management reported were “not effective”
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, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive officer and our principal financial officer, and effected by our Board of Directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles 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 our assets;
· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our 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. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes our consolidated subsidiary.
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2009. Based on this assessment, management believes that, as of that date, our internal control over financial reporting was effective. However, this assessment was based upon the fact that we do not have any current business operations and we do not have any employees, officers, or directors other than our Chief Executive Officer, our Treasurer, and our Chief Technology Officer.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Item 9B.
Item 9B. Other Information
Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The names and ages of our directors and executive officers are as follows:
Douglas P. Haffer, 61, is the Chief Executive Officer and Chairman of the Company. Mr. Haffer has been the President of WebSky since 2004. Mr. Haffer was Chief Executive Officer and President of Semeca Inc.; from 2002 to 2004, at which time Semeca merged with WebSky. Semeca was a lessee of radio spectrum in the United States. Mr. Haffer served as Chief Executive Officer and President of World Wide Wireless Communications from 1999 to 2001.
Eduardo A. Axtle, Jr, 27, is Vice President, Secretary, and Treasurer of the Company. Mr. Axtle has been the Vice President, Treasurer, and Secretary of WebSky since 2004. Mr. Axtle was Vice President and Director of Semeca, Inc., from 2002 to 2004, at which time Semeca merged with WebSky. Semeca was a lessee of radio spectrum in the United States.
Certain Legal Proceedings
During August 2006, the Securities and Exchange Commission (the “Commission”) filed a complaint in the United States District Court for the Southern District of New York alleging that WebSky and Douglas P. Haffer violated Sections 5(a) and 5(c) of the Securities Act of 1933, as amended (the “Securities Act”) by offering and selling securities when no registration statement had been filed or was in effect as to such securities, and for which there was no exemption from registration under the Securities Act. WebSky and Mr. Haffer agreed to settle the action, without admitting or denying the allegations of the complaint, by disgorging the $35,000 received in the sale of the securities, plus interest, and by consenting to a permanent injunction against future violations of the registration provisions of the Securities Act. Mr. Haffer also agreed to pay a $25,000 civil penalty.
Executive Officers
Douglas P. Haffer, Eduardo A. Axtle, Jr. and Dana Miller are our only executive officers.
Dana Miller, 47, is Chief Technology Officer of the Company. Mr. Miller has been the Chief Technology Officer of WebSky since 2004. Mr. Miller was Vice President of Nextage Broadband Ltd., 2002 to 2004, at which time Mr. Miller was developing national wireless broadband systems in India.
There are no family relationships among our directors or officers.
Committees of the Board
The Board of Directors does not have an Audit Committee or any other committees.
Attendance At Board Meetings
During the fiscal year ended June 30, 2009, the Board of Directors met ___ times. No director attended fewer than 75% of the meetings of the Board.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
We do not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our directors and executive officers and persons who own more than ten percent (10%) of a registered class of our equity securities are not required to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of our common stock or other equity securities under Section 16(a).
Code of Ethics
We have not yet adopted a Code of Ethics because we do not own any business assets and we are not engaged in any business activities other than seeking new business opportunities. We may adopt a Code of Ethics suitable for our business if we acquire a new business or commence business operations.
Item 11.
Item 11. Executive Compensation
We did not pay any compensation to our Chairman and Chief Executive Officer during the fiscal year ended June 30, 2009 or during the prior fiscal year:
We have not entered into employment agreements or compensation arrangements with Messrs. Haffer, Axtle and Miller and we have not determined to pay any compensation to them at this time. Messrs Haffer, Axtle and Miller may receive compensation from WebSky for serving as WebSky employees.
Stock Options
As of June 30, 2009 our Chief Executive Officer did not own any stock options.
Compensation of Directors
We did not pay any compensation to any of our directors during the past fiscal year. We may, in the future, pay compensation to any directors who are not our employees. Directors who are also our employees may receive compensation as employees but will not receive additional compensation for serving as directors.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information as of September 21, 2009 concerning beneficial ownership of common stock by each shareholder known by us to be the beneficial owner of 5% or more of our common stock. Information concerning certain beneficial owners of more than 5% of the common stock is based upon information shown by our stock transfer agent.
The following table shows certain information concerning ownership of our common stock by each shareholder known by our new management to be the beneficial owner of 5% or more of the our common stock.
Name and Address
Of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
WebSky, Inc.
24,308,100
81%
160 Franklin St., Suite 201
Oakland, CA 94607
Douglas P. Haffer
1,500,500
5%
921 Front Street
Suite 220
San Francisco, CA 94111
Eduardo A. Axtle, Jr.
1,500,500
5%
921 Front Street
Suite 220
San Francisco, CA 94111
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of September 21, 2009 concerning beneficial ownership of our common stock by each member of the Board of Directors, our Chairman and Chief Executive Officer, and all officers and directors as a group.
Number of Shares
Percent of Class
Douglas P. Haffer
1,500,500
5%
Eduardo A. Axtle Jr.
1,500,500
5%
All officers and directors
3,001,000
10%
as a group (3 persons)
On March 17, 2008, WebSky, Inc., a Nevada corporation (“WebSky”), purchased a total of 27,309,100 shares (the “Control Shares”) of our common stock from Joseph Maenza, Michael Wojnicki, Howard Kahn, Michelle Kahn, and Jay Valinsky for an aggregate purchase price of $416,500. In connection with the sale of the Control Shares, Messrs Maenza and Wojinicki also assigned to WebSky their rights to collect our indebtedness to them, in the aggregate principal amount of $33,500, arising from loans that Messrs Maenza and Wojinicki made to us.
The funds used by WebSky to purchase the Control Shares were obtained through a loan of $250,000 from Douglas P. Haffer, and a loan of $200,000 from Eduardo A. Axtle, Jr., who are executive officers and directors of WebSky. All loans are due on demand and bear interest at 7%, and are unsecured. The loans would be in default if demand is made and the Company could not repay these debt obligations. The Control Shares are pledged as collateral for the loans , and if WebSky were default in payment of the loans the lenders could, subject to compliance with applicable federal and state securities laws, sell the Control Shares and apply the proceeds to the repayment of the loans, or, if WebSky consents, retain the Control Shares as payment of the loans. We could experience a new change of control if such a sale or retention of the Control Shares by the lenders were to occur. WebSky also transferred a total of 3,001,000 of the Control Shares to the lenders in consideration of their extension of the loan.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Director Independence
None of our directors qualifies as “independent” in accordance with the listing standards of any national securities exchange or under Section 10A-3 of the Exchange Act.
Item 14.
Item 14. Principal Accountant Fees and Services
Berman & Company, P.A. (“Berman & Company”) audited our annual financial statements for the fiscal years ended June 30, 2008 and June 30, 2009.
Audit Fees. Berman & Company billed us $21,000 in fiscal year 2009 and $21,000 in fiscal year 2008 for the audit of our annual financial statements and for the review of our financial statements included in our quarterly reports on Form 10-QSB.
Berman & Company did not perform any other services for which we were billed.
The prior approval of the Board of Directors is required for the engagement of our auditors to perform any non-audit services for us. Other than de minimis services incidental to audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence services. All fees for such non-audit services must be approved by the Board of Directors, except to the extent otherwise permitted by applicable SEC regulations.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a-1) Financial Statements.
The following financial statements of eLuxuryhouse, Inc. are filed in the Form 10-K:
Notes to Financial Statements
(a-2) Financial Statement Schedules
All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or the notes thereto.
(a-3) Exhibits.
Exhibit
Numbers
Description
3.1
Articles of Incorporation.
3.3
By-Laws, As Amended.
4.1
Specimen of Common Stock Certificate.
31.1
Rule 13a-14(a)/15d-14(a) Certification*
31.2
Rule 13a-14(a)/15d-14(a) Certification*
Section 1350 Certification*
-------
 Incorporated by reference to Registration Statement on Form SB-2 (Reg. No. 333-140717) filed with the Securities and Exchange Commission on February 14, 2007.
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of October 2009.
Signature
Title
Date
/s/ Douglas Haffer
Chairman, Chief Executive Officer
October 13, 2009
Douglas P. Haffer
and Director
/s/ Eduardo Axtle
Treasurer
October 13, 2009
Eduardo A. Axtle Jr.
(Principal Financial and
Accounting Officer) Secretary,
and Director
EXHIBIT INDEX
Exhibit
Numbers
Description
3.1
Articles of Incorporation.
3.3
By-Laws, As Amended.
4.1
Specimen of Common Stock Certificate.
31.1
Rule 13a-14(a)/15d-14(a) Certification*
31.2
Rule 13a-14(a)/15d-14(a) Certification*
Section 1350 Certification*
-------
 Incorporated by reference to Registration Statement on Form SB-2 (Reg. No. 333-140717) filed with the Securities and Exchange Commission on February 14, 2007.
* Filed herewith