Item 1. Business.
Barclay Road, Inc. (“Barclay Road” or the “Company”) was incorporated on October 20, 2006 pursuant to the laws of Wyoming. We are a development stage company. On November 2, 2006, the Company entered into a plan of merger with Lifetime Books, Inc. (“Lifetime Books”). In connection with the plan of merger, the Company acquired the assets and assumed the liabilities of Lifetime Books. As provided for in the plan of merger, the stockholders at Lifetime Books received 251,720 of Barclay Road common stock, representing 100% of the outstanding stock after the merger, in exchange for the outstanding common shares of Lifetime Books common stock, which was accounted for as a reverse acquisition. As of December 31, 2007, the Company sold its investment in Lifetime Books to Herbert C. Becker ("Becker") in exchange for the Company's obligation to Becker. See Note 4 to the Company’s Financial Statements included in this Annual Report for further information.
Recent Developments
On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its common stock which became effective on that date.
Changes in our Board of Directors
At a meeting of the Board of Directors of the Company held on July 2, 2008, Eduardo Valero Erana was appointed to fill a vacancy in our Board of Directors and was elected Chairman of the Board, President and Chief Executive Officer of the Company. Following the election of Mr. Valero as a director, Herbert L. Becker resigned as a director and as Chairman of the Board and President.
Liquidity and Financial Resources
As of December 31, 2010, the Company had $-0- of cash on hand. Through December 31, 2010, the Company was in the development stage, had not carried on any significant operations and had not generated significant revenues. The Company has incurred losses since inception aggregating $1,055,772 and has a working capital deficiency in the amount of $38,173, at December 31, 2010. The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations. The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing. Management is actively seeking additional capital to ensure the continuation of its activities. However, there is no assurance that additional capital will be obtained or that the Company will be profitable. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.
With the sale of our Lifetime Books business, our Board of Directors has determined that our business model should be re-evaluated to identify and acquire another business through a business combination. We believe it may be necessary to acquire another business to prevent our having to cease operations. As of the date of this report, we are focusing our efforts on identifying such a business. As of this date, we have not entered into any agreements relating to any such acquisitions.
We do not intend to restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of any kind or nature. We may seek business opportunities with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. It is impossible to predict at this time the status of any business that we may seek to acquire, in that such business may need additional capital, may desire to have its shares publicly traded, or may value other perceived business or financial advantages that we offer.
We anticipate that the search for a business combination will be complex and extremely risky. Due to general economic conditions and shortages of available capital, we believe that there may be some firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include, among other things, facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, and providing liquidity (subject to restrictions of applicable statutes) for all shareholders. Potentially, available business opportunities may occur 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 have, and will continue to have, limited capital with which to provide the owners of business opportunities with any significant cash or other assets. However, we believe we will be able to offer owners of certain acquisition candidates the opportunity to acquire an interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering, subject to compliance, however, with the filings required by the rules and regulations of the Securities and Exchange Commission with regard to the acquisition. Our officers and directors will analyze new business opportunities. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present affiliations and relationships of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as:
o available technical, financial and managerial resources;
o working capital and other financial requirements;
o history of operations, if any;
o potential for growth, expansion and profit; and
o perceived public recognition of name identification, products
and services.
Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their "due diligence" investigation. To the extent possible, we intend to utilize written reports and personal investigations to evaluate the above factors.
We will rely upon the efforts of our officers and directors in implementing in evaluating candidates. We do not anticipate hiring outside consultants or advisors, except for our legal counsel and accountants. As of the date of this report, we do not have any contracts or agreements with any outside consultants and none are contemplated.
Employees
As of December 31, 2010, we had no employees.
Item 1A.
Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in our public filings before deciding whether to purchase our common stock.
Risks Related to Our Company, Business and Industry
WE HAVE ONLY A LIMITED OPERATING HISTORY, HAVE NOT OPERATED PROFITABLY SINCE INCEPTION AND WILL BE REQUIRED TO RAISE SUBSTANTIAL AMOUNTS OF CAPITAL
Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In 2010, we generated revenues of $-0-, incurred operating expenses of $7,807, and had no net income. As of December 31, 2010, we had $-0- of cash on hand to fund operations. There is no assurance that we will operate profitably in the future.
BECAUSE OF OUR FINANCIAL POSITION, THERE IS SUBSTANTIAL DOUBT AS TO OUR ABILITY TO OPERATE AS A GOING CONCERN
We have spent substantially all of the investment funds that we have raised so far, and we have earned $-0- in revenues from continuing operations through December 31, 2010. As a result, as of December 31, 2010, we have a working capital deficiency of ($38,173). Our financial condition still raises substantial doubt about our ability to operate as a going concern.
RISKS RELATING TO ACQUISITION OF ANOTHER BUSINESS THROUGH A BUSINESS COMBINATION
SPECULATIVE NATURE OF OUR OPERATIONS
The success of our alternative plan of operation, if we complete the acquisition of another business, will depend to a great extent on the operations, financial condition and management of the identified business opportunity. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm and numerous other factors beyond our control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS
We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION
We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluation by us. We cannot assure you that we will be able to negotiate a business combination on terms favorable to us.
NO STANDARDS FOR BUSINESS COMBINATION
We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved. Accordingly, we may enter into a business combination with a business opportunity not having any significant operating history or assets, or with a limited potential for earnings.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT
A business combination involving the issuance of our common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our management and/or affiliates to sell or transfer all or a portion of our common stock held by them and/or to resign as members of our board of directors.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP OR CHANGE IN OUTSTANDING SHARES FOLLOWING A BUSINESS COMBINATION
If we engage in a business combination with a private entity, in all likelihood, such a combination would result in us issuing securities to the owners of such private entity. The issuance of our previously authorized and unissued common stock would result in a reduction in the percentage of shares owned by our present and prospective shareholders and may result in a change in control or management of us. In addition, the new owners could change the outstanding shares be effecting a reverse stock split or a forward stock split, thus changing the number of shares our stockholders hold.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties
The Company does not own or lease any properties.
Item 3.
Item 3. Legal Proceedings
None.
Item 4.
Item 4. [Removed and Reserved.]
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There is no established trading market for our common stock. Our common stock is quoted infrequently in the “grey market” under the symbol "BCLR" The last quote for our common stock on December 3, 2010 was $0.05 per share.
Holders of Record
As of June 30, 2011, there were approximately 137 holders of record of our common stock.
Dividends
The Company has never declared or paid any cash dividends on shares of our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. Any future determination to pay dividends is at the discretion of our board of directors and is dependent upon our results of operations and cash flows, our financial position and capital requirements, general business conditions, legal, tax, regulatory and any contractual restrictions on the payment of dividends and any other factors our board of directors deems relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not currently have any type of equity compensation plan for our employees, officers or directors.
Sales of Unregistered 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 Operations
BACKGROUND
Barclay Road, Inc. (“Barclay Road” or the “Company”) was incorporated on October 20, 2006 pursuant to the laws of Wyoming. We are a development stage company. On November 2, 2006, the Company entered into a plan of merger with Lifetime Books, Inc. (“Lifetime Books”). In connection with the plan of merger, the Company acquired the assets and assumed the liabilities of Lifetime Books. As provided for in the plan of merger, the stockholders at Lifetime Books received 251,720 shares of Barclay Road common stock, representing 100% of the outstanding stock after the merger, in exchange for the outstanding common shares of Lifetime Books common stock, which was accounted for as a reverse acquisition. As of December 31, 2007, the Company sold its investment in Lifetime Books to Herbert L. Becker ("Becker") in exchange for the Company's obligation to Becker. See Note 4 to the Company’s Financial Statements included in this Annual Report for further information.
On July 2, 2008, Herbert L. Becker resigned as Chairman of the Board and President of the Company, and Eduardo Valero Erana was elected Chairman of the Board, President and Chief Executive Officer of the Company.
On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its common stock which became effective on that date.
PLAN OF OPERATION
With the sale of our Lifetime Books business, our Board of Directors has determined that our business model should be re-evaluated to identify and acquire another business through a business combination. We believe it may be necessary to acquire another business to prevent our having to cease operations. As of the date of this report, we are focusing our efforts on identifying such a business. As of this date, we have not entered into any agreements relating to any such acquisitions.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31, 2009
During the year ended December 31, 2010, we incurred a net loss of $7,807 compared to a net loss of $49,303 for the year ended December 31, 2009. The decrease in our net loss for the year ended December 31, 2010 over the year ended December 31, 2009 is primarily due to a decrease of $41,496 in general and administrative expenses.
LIQUIDITY AND FINANCIAL RESOURCES
At December 31, 2010, we had a working capital deficiency of approximately $38,173, compared with a working capital deficit of approximately $32,366 at December 31, 2009.
At December 31, 2010, we had total assets of approximately $4,000, compared to total assets of approximately $6,000 at December 31, 2009. We had $-0- cash at December 31, 2010 and 2009. Net cash used in operating activities in 2010 was approximately $1,403, as compared with approximately $26,015 in 2009; net cash used in investing activities was $-0- in 2010, as compared $-0- for 2009. Cash flows for financing activities were $1,403 in 2010, as compared with $26,105 in 2009.
Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In 2010, we generated revenues of $-0-, incurred operating expenses of $7,807, and had no net income. As of December 31, 2010, we had $-0- cash on hand to fund operations. There is no assurance that we will operate profitably in the future.
Recent Accounting Pronouncements
The Company’s significant accounting policies are summarized in Note 1 of the Company’s Financial Statements included in this report. The Company does not expect that the adoption of any recent accounting pronouncements will have a material impact on its financial statements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
BARCLAY ROAD, INC.
(A DEVELOPMENT STAGE COMPANY)
Page
Report of Independent Registered Public Accounting Firm
Financial Statements
Balance Sheet as of December 31, 2010 and 2009
Statement of Operations for the years ended December 31, 2010 and 2009
and for the period October 20, 2006 (Date of Formation) through
December 31, 2010
Statement of Stockholders’ Equity (Deficiency) for the period
October 20, 2006 (Date of Formation) through December 31, 2010
Statement of Cash Flows for the years ended December 31, 2010 and 2009
and for the period October 20, 2006 (Date of Formation) through
December 31, 2010
Notes to Financial Statements
Madsen & Associates, CPA's Inc.
684 East Vine Street
Murray, UT 84107
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Barclay Road, Inc.
We have audited the accompanying balance sheets of Barclay Road, Inc. (a development stage company) (“Barclay Road” or the “Company”) as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ deficiency and cash flows for the years then ended and for the period October 20, 2006 (Date of Inception) through December 31, 2010. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for 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, 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 2010 and 2009 financial statements present fairly, in all material respects, the financial position of Barclay Road, Inc. as of December 31, 2010 and 2009 and the results of their operations and their cash flows for the years then ended and for the period October 20, 2006 (Date of Inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As more fully explained in Note 1 to the financial statements, the Company has a deficiency in working capital at December 31, 2010, incurred losses from operations, needs to obtain additional financing to meet its obligations on a timely basis and to fulfill its proposed activities and ultimately achieve a level of sales adequate to support its cost structure.
These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are also described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.
/s/ Madsen & Associates, CPA’s Inc.
Madsen & Associates, CPA's Inc.
February 23, 2011
BARCLAY ROAD, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
(A DEVELOPMENT STAGE COMPANY)
1.
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Barclay Road, Inc. (“Barclay Road” or the “Company”) was incorporated on October 20, 2006 pursuant to the laws of Wyoming.
Effective for the year ended December 31, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The ASC was established as the sole source of US GAAP and superseded existing and reporting guidance issued by the FASB, Emerging Issues Task Force, and other sources. The ASC did not change US GAAP. All references to accounting standards in these financial statements correspond to ASC references.
The Company is considered a development stage enterprise as defined in ASC 205-915 "Development Stage Entitites". Planned principal activities have not yet produced significant revenues, as the Company has been engaged primarily in software development. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing and to develop and market its product.
Basis of Presentation
On November 2, 2006, the Company entered into a plan of merger with Lifetime Books, Inc. (“Lifetime Books”). In connection with the plan of merger, the Company acquired the assets and assumed the liabilities of Lifetime Books. For accounting purposes, the plan of merger has been treated as a recapitalization of Lifetime Books (subsidiary) as the acquirer. The financial statements prior to November 2, 2006 are those of Lifetime Books.
As provided for in the plan of merger, the stockholders at Lifetime Books received 251,720 of Barclay Road common stock, representing 100% of the outstanding stock after the merger, in exchange for the outstanding common shares of Lifetime Books common stock, which was accounted for as a reverse acquisition. The financial statements reflect the retroactive restatement of Lifetime Books’ historical stockholders’ equity to reflect the equivalent number of shares of common stock issued in the plan of merger.
The merger of Lifetime Books was reported as a purchase with no goodwill, with book values considered to be fair value.
As of December 31, 2007, the Company sold its investment in Lifetime Books to Herbert C. Becker ("Becker") in exchange for the Company's obligation to Becker.
On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its common stock which became effective on that date.
Going Concern
The Company’s financial statements for the period October 20, 2006 (Date of Inception) through December 31, 2010, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. Management recognizes that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.
The Company’s business is subject to most of the risks inherent in the establishment of a new business enterprise. The likelihood of success of the Company must be considered in light of the expenses, difficulties, delays and unanticipated challenges encountered in connection with the Inception of a new business, raising operating and development capital, and the marketing of a new product. There is no assurance the Company will ultimately achieve a profitable level of operations.
The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations. The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of sales adequate to support its cost structure. Management is actively seeking additional capital to ensure the continuation of its activities. However, there is no assurance that additional capital will be obtained or that the Company will be profitable. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.
Significant Accounting Policies
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted 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 revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including those related to future cash flows associated with impairment testing for long-lived assets. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accrued expenses.
Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the specified period. Diluted earnings (loss) per common share is computed by dividing net income by the weighed average number of common shares and potential common shares during the specified period. For the years ended December 31, 2010 and 2009, there were no potentially dilutive securities outstanding.
Evaluation of long-lived Assets
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying indicate the carrying value may not be recoverable in accordance with guidance in ASC 360-15-35, "Impairment or Disposal of Long-Lived Assets". If the carrying value of the long-lived asset exceeds the estimated future undiscounted cash flows to be generated by such asset, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.
Income Taxes
Since the Company is in its development stage and has no income, no income tax benefit has been reflected on the financial statements.
The Company accounts for income taxes using an asset and liability approach under which deferred income taxes are recognized by applying enacted tax rates applicable to future years to the differences between the financial statement carrying amounts and the tax bases of reported assets and liabilities.
The principal items giving rise to deferred taxes are certain expenses which have been deducted for financial reporting purposes which are not currently deductible for income tax purposes and future benefit of certain net operating loss carryforward. In recognition of the uncertainty regarding the ultimate amount of tax benefits to be deferred from the Company’s net operating loss carryforward, the Company has recorded a valuation allowance for the entire amount of the deferred assets.
Stock-Based Compensation
The Company issues shares of its common stock to non-employees as compensation for services rendered. For the years ended December 31, 2010 and 2009, the Company issued -0- and 17,630,987 shares and recorded $-0- and $35,262, respectively, as stock-based compensation.
For the period October 6, 2006 (Date of Inception) through December 31, 2010, the Company issued 41,491,048 shares and recorded $773,907 as stock-based compensation.
Fair Value of Financial Instruments
The Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) on January 1, 2008, for all financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. While the Company adopted the provisions of ASC 820 for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, no such assets or liabilities existed at the balance sheet date. As permitted by ASC 820, the Company delayed implementation of this standard for all nonfinancial assets and liabilities recognized or disclosed at fair value in the financial statements on a nonrecurring basis and adopted these provisions effective January 1, 2009.
The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of December 31, 2010, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of cash and cash equivalents and investments in marketable securities. The fair values of the cash and cash equivalents is determined based on quoted market prices in public markets and is categorized as Level 1. The investment in marketable securities is determined by the Company based on market prices other than quoted prices in active markets and is categorized as Level 2. These are also categorized as held-to-maturity securities. The Company does not have any financial assets measured at fair value on a recurring basis as Level 3 and there were no transfers in or out of Level 2 or Level 3 during the year ended December 31, 2010.
The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of December 31, 2010.
There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the year ended December 31, 2010 and the Company did not have any financial liabilities as of December 31, 2010.
The Company has other financial instruments, such as accrued expenses and other liabilities which have been excluded from the tables above. Due to the short-term nature of these instruments, the carrying value of accrued epenses and other liabilities approximate their fair values.
Recent Accounting Standards
In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) NO. 168, now Accounting Standards Update (ASU) ASU 2009-01, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“Codification”). This standard replaces SFAS NO. 162, the Hierarchy of Generally Accepted Accounting Principles and establishes only two levels of United States of America (“U.S.”) generally accepted accounting principles, authoritative and non authoritative. The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) became the source of authoritative , nongovernmental Generally Accepted Accounting Principles (“GAAP”), except for rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthorative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The adoption of the Codification changed our references to GAAP accounting standards. . The Company adopted ASU 2009-01 during the year ended December 31, 2009, and its application did not affect our results of operations or financial condition.
During 2009, the Company adopted the revised accounting guidance related to business combinations. This guidance requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the literature. In accordance with this guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. The Company implemented this new guidance effective January 1, 2009.
During 2009, the Company implemented an update to the accounting guidance related to earnings per share. In accordance with this accounting guidance, unvested share-based payment awards with rights to dividends are participating securities and shall be included in the computation of basic earnings per share. The Company adopted this guidance effective January 1, 2009. This implementation did not have a material impact on prior periods presented.
The FASB has published an update to the accounting guidance on fair value measurements and disclosures as it relates to investments in certain entities that calculate net asset value per share (or its equivalent). This accounting guidance permits a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This update also requires new disclosures, by major category of investments, about the attributes of investments included within the scope of this amendment to the codification. The guidance in this update is effective for interim and annual periods ending after
December 15, 2009. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition or cash flows.
2.
OTHER ASSETS
On December 7, 1988, a judgment for $231,195 U.S. was issued to the benefit of Herbert L. Becker (a director and shareholder of the Company) against Lifetime Books. The shareholder took possession of all assets of Lifetime Books via a judgment lien certificate.
Lifetime Books is a publishing house with more than 1,500 titles. Lifetime Books purchases or licenses manuscripts from authors or from other publishers, and then prints and sells them through bookstores such as Barnes and Noble and Amazon.com.
As of December 31, 2006, the Company recorded an impairment loss of $231,195 writing down the value of the manuscripts to $-0-.
3.
INTANGIBLES
Other intangibles included the purchase of a trade name. Amounts assigned to these intangibles were determined by management. Management considered a number of factors in determining the allocation including valuations and independent approvals. Other intangibles are being amortized over 5 years, the expected life. Amortization expense for the years ended December 31, 2010 and 2009 and the period October 20, 2006 (Date of Inception) through December 31, 2010, was $2,000, $2,000 and $6,000, respectively.
The component of intangible assets are as follows:
Amortization expense for the years ending
December 31,
2011 2,000
2012 2,000
4.
ADVANCES FROM RELATED PARTIES
During the years ended December 31, 2010 and 2009, the Company received $1,403 and $26,015, respectively from certain shareholders to pay obligations for the Company. These advances are interest free and are due on demand. As of December 31, 2010, no repayments have been made.
5.
STOCKHOLDERS’ DEFICIENCY
On March 18, 2008, the Company's shareholders approved a one-for-two thousand reverse stock split of its outstanding common stock which became effective on that date.
All share and per share data has been revised to give retroactive effect to the reverse stock split.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A.
Item 9A. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officers, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure controls and procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e)) as of December 31, 2010, are effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of December 31, 2010. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Management concluded in this assessment that as of December 31, 2010, our internal control over financial reporting is effective.
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 rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information regarding our executive officers and directors:
Our board of directors is comprised of one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Officers are elected at the annual meeting of our board of directors, which immediately follows the annual meeting of our shareholders.
Biographies
The following is a brief summary of the educational and professional background over the past five years of each of our directors, executive officers and key employees, including their principal occupation during that period.
Eduardo Valero Erana
Mr. Valero was elected a director, and President and Chief Executive Officer of the Company on July 2, 2008. Mr. Valero completed his higher education at the Universidad Complutense de Madrid - School of Architecture. From January 2011 to the present, Mr. Valero has been the Director General for Construction of Safely S.L. Solutions, Madrid, Spain. From 2003-2007, he was the Director General for Construction for Cireve S.L. Services, Madrid, Spain, and from 2001- 2003 he was the Director of Marketing for Group 16 S.A., Madrid, Spain. Prior thereto Mr. Valero was employed by companies in the real estate, banking, publicity, travel and import/export businesses in Spain. The Company views Mr. Valero’s broad business experience as valuable to the Company in its efforts to evaluate a new business for the Company.
Involvement in Certain Legal Proceedings
Except as stated below, during the past five years, no director, director nominee, executive officer, promoter or control person of the Company:
·
was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·
was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
·
was found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Corporate Governance
Directors are elected at the annual stockholder meeting or appointed by our Board of Directors and serve for one year or until their successors are elected and qualified. When a new director is appointed to fill a vacancy created by an increase in the number of directors, that director holds office until the next election of one or more directors by stockholders. Officers are appointed by our Board of Directors and their terms of office are at the discretion of our Board of Directors.
Committees of our Board of Directors
We do not have a separate Audit Committee. Our Board of Directors performs the functions usually designated to an Audit Committee. We intend shortly to establish an Audit Committee with one or more independent directors.
The Board does not have standing compensation or nominating committees. The Board does not believe a compensation or nominating committee is necessary based on the size of the Company and the current levels of compensation to corporate officers. The Board will consider establishing compensation and nominating committees at the appropriate time.
The entire Board of Directors participates in the consideration of compensation issues and of director nominees. To date, the Board of Directors has not formally established any criteria for Board membership. Candidates for director nominees are reviewed in the context of the current composition of the Board, the Company’s operating requirements and the long-term interests of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
The Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, involves compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.
Stockholder Communications
The Board has not established a formal process for stockholders to send communications, including director nominations, to the Board.
Attendance of Directors at Shareholder Meetings
We do not have a formal policy on attendance at meetings of our shareholders; however, we encourage all Board members to attend shareholder meetings that are held in conjunction with a meeting of our Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officer and persons who beneficially own more than ten percent of our outstanding common stock to file reports with the SEC regarding initial statement of ownership, statement of changes of ownership and, where applicable, annual statement of ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all such statements they file. The Company believes that all such required filings have been made, with the exception of those listed below.
As of July 12, 2008, our Chief Executive Officer was required to file a Form 3 to report his election to our Board of Directors and as an officer of the Company. As of the date of this report, this Form 3 has not been filed.
Code of Business Ethics
We intend to adopt a Code of Conduct and Ethics that applies to all of our directors and officers when the Company resumes active business operations.
Item 11.
Item 11. Executive Compensation.
The following table sets forth all compensation awarded to, earned by, or paid for all services rendered to the Company during its fiscal years ended December 31, 2010, 2009 and 2008 by our former and current Chief Executive Officers. Each person below is referred to as a named executive officer.
The amounts reflected in the above table do not include any amounts for perquisites and other personal benefits extended to the named executive officer. The aggregate amount of such compensation for the named executive officer is less than 10% of the total annual salary and bonus.
The amounts reflected in the above table do not include any amounts for perquisites and other personal benefits extended to the named executive officer. The aggregate amount of such compensation for the named executive officer is less than 10% of the total annual salary and bonus.
Employment Related Agreements
At the present time, we do not have any employment agreements with any of our executive officers.
Except as described above, we have no severance agreements or other post-employment payment arrangements with any of our executive officers and directors.
Non-Employee Director Compensation
We do not pay any other compensation to our non-employee directors.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth the total number and percentage of shares of our common stock beneficially owned as of June 30, 2011 (except as otherwise indicated) by:
·
each person, or group of affiliated persons, known to us to beneficially own more than 5% of any class of our outstanding voting shares;
·
each of our named executive officers;
·
each of our directors; and
·
all of our directors and executive officers as a group.
As of June 30, 2011, we had a total of 41,743,768 shares of common stock issued and outstanding, which is our only issued and outstanding voting equity security.
(1) Based on 41,743,768 shares of our common stock issued and outstanding as of June 30, 2011. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the securities shown.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During 2007, the Company owed a principal shareholder $38,600. In exchange for this obligation, the Company sold its investment in Lifetime Books. As of December 31, 2007, the obligation to the shareholder was $-0-. Interest expense for the period October 20, 2006 (date of formation) through December 31, 2007 amounted to $252.
On October 13, 2008, the Company issued to Eduardo Valero Erana, our Chief Executive Officer, an aggregate of 19,450,000 shares of our common stock, valued at $19,450 for consulting services rendered.
Corporate Policies as to Related Party Transactions
We carefully review related party transactions. Related party transactions are transactions that involve any of our directors, executive officers, director nominees, beneficial owners of 5% or more of our common stock, immediate family members of these persons, or entities in which one of these persons has a direct or indirect material interest. Transactions that we review as related party transactions are transactions that involve amounts that would be required to be disclosed in our filings under the applicable SEC rules and regulations and certain other similar transactions. In the event that we deem a transaction to be a related party transaction, the underlying information and terms of such transaction are reviewed by, and are subject to approval by, our board of directors.
Director Independence
At the present time, we do not have securities listed on a national securities exchange or an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.
Item 14.
Item 14. Principal Accountant Fees and Services
(1) Audit Fees. The aggregate fees billed by our independent auditors, Madsen & Associates, CPA's Inc.., for professional services rendered for the audit of our financial statements for the year ended December 31, 2010, included in this Annual Report on Form 10-K, and review of our quarterly reports on Form 10-Q for the quarterly periods ending March 31, June 30 and September 30, 2010 are $5,000. The aggregate fees billed by Madsen & Associates, CPA's Inc. for professional services rendered for the audit of our financial statements for the year ended December 31, 2009, included in this Annual Report on Form 10-K, are $5,000.
(2) Audit-Related Fees. There have been no audit-related fees billed by our accountants in each of the last two fiscal years of our company.
(3) Tax Fees. There have been no tax fees billed by our accountants in each of the last two fiscal years of our company.
(4) All Other Fees. There have been no other fees billed by our accountants in each of the last two fiscal years of our company.
It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by our audit committee.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements and Schedules
(b) Exhibit Listing
Exhibit Number Description
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.