Item 1. Business.
Assured Equities V Corporation (the "Company" or the "Corporation") was incorporated in the State of Florida on August 10, 2009. The Company was formed to pursue a business combination with a target business opportunity yet to be finalized and to provide a method for a domestic or foreign private company to become a reporting company whose securities would be qualified for trading in the United States secondary market. As of this date the company has not identified a possible business combination opportunity, has not reached terms with a possible business combination and has not issued nor entered into a letter of intent with any target business opportunity. The Company has been in the developmental stage since inception and has no other operations to date. The Company has generated no revenue, has generated no income or cash flow and lacks committed funding: these factors raise substantial doubt about the Company's ability to continue as a going concern.
On October 27, 2011, the registrant filed a Form 8K, Current Report, incorporated herein by reference, with the Commission, to change the name of the Company from Assured Equities V Corporation to the Ultimate Indoor Football League, Inc. (“UIFL” or the “Company” or the “Corporation”). Throughout the rest of this Form 10K filing, the registrant shall be known as Ultimate Indoor Football League, Inc.
The Company is a "blank check" company within the meaning of Section 3(a)(51) of the Exchange Act of 1934, as amended, (the "Exchange Act"). The U.S. Securities and Exchange Commission ("SEC") defines such a company as "a development stage company that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies, other equity, or person." The Company also qualifies as a "shell company", further to SEC Rule 12b-2 of the Securities Act of 1933, as amended (the "Securities Act"), because it has no or nominal operations and no or nominal assets and its assets consist solely of cash and cash equivalents.
The Company does not meet the test of "going concern" and the Company's independent auditor has expressed substantial doubt about the Company's ability to continue as a going concern (see the notes to the financial statements). This substantial doubt is due to the Company's lack of committed funding and lack of revenue.
The Company's fiscal year ends August 31. For the 12-month period of this Form 10-K report, which is the period August 31, 2010 and ending August 31, 2011, the Company had:
(a) Generated no revenues or earnings from operations,
(b) Had no profit,
(c) A Net Loss of $5,150,
(d) Possessed assets of only $100 in receivables.
The Company has not been involved in any bankruptcy, receivership or similar proceeding.
The Company has no operations. The Company has no employees. Company management volunteers its time to Company matters.
The Company was organized to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities may qualify for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and the OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth through business combinations rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The Company will not retain an equity interest (common stock) in any private company with which we engage in a business combination. Our desire is that the value of such consideration paid to us would be beneficial economically to our shareholders though there is no assurance of that happening.
Our Business Strategies
The analysis of potential new business opportunities, suitable for completing a business combination, will be undertaken by or under the supervision of the officers and directors of the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential targets, the Company will consider the following kinds of factors:
1.
Potential for growth, indicated by new technology, anticipated market expansion or new products and/or services.
2.
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole.
3.
Strength and diversity of management, either in place or scheduled for recruitment.
4.
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
5.
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
6.
The extent to which the business opportunity can be advanced.
7.
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
8.
Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different industries, many different market segments and at various stages of development, all of which may make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
Any private company could seek to become a public company by filing their own registration statement with the Securities and Exchange Commission and avoid compensating us in any manner and therefore there may be no perceived benefit to any private company seeking a business combination with us as we are obligated under SEC Rules to file a Form 8-K with the SEC within four (4) days of completing a business combination; the Form 8-K would include information required by a Form 10 on the private company. It is possible that, prior to the Company successfully consummating a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction. As a result we may not be able to complete a business combination.
The manner in which the Company participates in a business combination will depend upon the nature of the opportunity, the respective needs and desires of the Company and the negotiating strength of the Company.
It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.
The present stockholder of the Company will likely not have control of a majority of the voting shares of the Company following a business combination or reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and new directors may be appointed without any vote by stockholders.
In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in a delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
The Company may seek to locate a company for business acquisition through referrals of potential target companies by consultants or other professionals in the business and financial communities, through a solicitation program that might include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more web sites and/or similar methods, or through other, yet to be identified methods. The Company has no solicitation program and its present advertising costs are zero. If the Company decides to locate a target company through a solicitation program, the Company might incur advertising or other costs. The advertising and other costs, if incurred, would be paid with money in our treasury. If sufficient funds were not available in our treasury to pay advertising or other costs of a solicitation program, the Company may decide not to implement such a solicitation program and incur these costs; or, the Company may seek additional funds, in the form of loans, grants, additional investments or other yet to be identified financing methods, from our stockholders, management or other investors, to pay these costs. The Company has had no discussions with stockholders, management or other investors regarding funding. Whatever efforts the Company expends to locate a target company will be in full compliance with national and state laws and regulations. No assurances can be given that the Company may seek or will be successful in locating a target company by referrals from consultants or other professionals in the business and financial communities, through a solicitation program, or through other, yet to be identified methods. No assurances can be given that the Company would be successful in developing an advertising program to support a spoliation program, that the Company would have sufficient funds to pay any advertising costs or that the Company would be successful in raising funds to pay advertising costs.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments may require substantial management time and attention and unknown costs for accountants, attorneys and others. These costs, if incurred, would be paid with money in our treasury. If sufficient funds were not available in our treasury to pay these costs, the Company may seek additional funds, in the form of loans, grants, additional investments or other yet to be identified financing methods, from our stockholders, management or other investors, to pay these costs. The Company has had no discussions with stockholders, management or other investors regarding funding. If a decision is made not to participate in a specific business opportunity, the costs theretofore, if incurred in the related investigation, may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred. No assurances can be given that the Company would be successful in negotiating, drafting and executing relevant agreements, disclosure documents and other instruments or having or raising sufficient funds to pay any of these costs that may be incurred.
Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully combined with a business opportunity.
We have no employees. Our officers and directors are not full-time or part-time employees of the Company because they are not in the service of the Company under any contract for hire, expressed or implied, oral or written. Further, the Company does not have the power or right to control and direct our officers or directors in the material details of how work is to be performed and our officers and directors do not receive any compensation from the Company. Our officers and directors are engaged in outside business activities and we anticipate that they will devote very limited time to our business until the identification of a successful business opportunity occurs. Our officers and directors volunteer their time to business for the Company and are not compensated in any manner for their volunteer services. We expect no changes in the number of our employees other than such changes, if any, as are incidental to a business combination.
The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, D. C. 20549. The public my obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www/sec.gov.
Item 1A.
Item 1A. Risk Factors.
The Company is a Smaller Reporting Company and is not required to provide the information required by this item.
Item 1B.
Item 1B. Unresolved Staff Comments.
There are no unresolved staff comments.
Item 2.
Item 2. Properties.
The Company has no properties and has no agreements to acquire any properties. The Company uses the offices of management at no cost to the Company. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
Item 3.
Item 3. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or to which any of its property is subject, and the Company does not know nor is aware of any legal proceedings threatened or contemplated against it.
No Company director, officer or affiliate or any owner of record or beneficially of more than five percent of any class of voting securities of the Company or any associate of any such director, officer, affiliate of the Company or security holder is a party to any legal proceeding.
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.
(a)
Market Information: The Company's Common Stock is not trading on any exchange. The Company is not aware of any market activity in its stock since its inception through the date of this filing. As of August 31, 2011 there was one (1) holder of record of 100,000 (100%) shares of the Company's issued and outstanding Common Stock; the one holder of record was Assured Equities IV Corporation. The Company has not declared or paid any dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future.
The Company has no equity compensation plan and does not anticipate or contemplate establishing an equity compensation plan in the foreseeable future.
The Company has issued no options, warrants or rights and does not anticipate or contemplate issuing options, warrants or rights in the foreseeable future.
The Company has issued no stock as compensation and does not anticipate or contemplate issuing stock for compensation in the foreseeable future.
(b)
Recent Sales of Unregistered Securities: The Company issued 100,000 shares of Common Stock on August 17, 2009, to Assured Equities, LLC, the incorporator, for an aggregate purchase price of $100.00 in cash or cash equivalents, with $100.00 received and deposited into the Company's bank account. The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. No securities have been issued for services rendered. Neither the Company nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by a purchaser as consideration for the shares issued.
On June 30, 2011, Assured Equities, LLC, Incorporator, sold all 100,000 shares of Common Stock that had been issued by the Company to the Incorporator the sale being directly to Assured Equities IV Corporation. This transaction was recorded and filed with the SEC on July 7, 2011 on Form 8K, incorporated herein by reference. There were no underwriters or other purchasers associated with this sale.
(c)
Equity Repurchases: The Company has not repurchased any equity security.
Item 6.
Item 6. Selected Financial Data.
The selected financial data (Statement of Operations and Balance Sheet) for the fiscal years ending August 31, 2010 and August 31, 2011 are derived from the Company's audited financial statements included elsewhere in this Annual Report. The following data should be read in conjunction with our consolidated financial statements and the related notes thereto and with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included below in this Annual Report.
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 10, 2009 (INCEPTION) THROUGH AUGUST 31, 2011 AND THE TWELVE MONTHS ENDED AUGUST 31, 2011 and 2010
See the accompanying summary of accounting policies and notes to the financial statements.
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
BALANCE SHEETS
AS OF AUGUST 31, 2011 AND AUGUST 31, 2010
See the accompanying summary of accounting policies and notes to the financial statements.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide investors and others with information we believe is necessary to understand our financial condition, changes in financial condition, results of operations and cash flows. This MD&A should be read in conjunction with our Consolidated Financial Statements and related Notes to Financial Statements and other information included in "Item 8. Financial Statements and Supplementary Data" in this 2010 Form 10-K.
The Company was formed to pursue a business combination with a target company yet to be identified and to provide a method for a domestic or foreign private company to become a reporting company whose securities would be qualified for trading in the United States secondary market. We were organized to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and the OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth through business combinations rather than immediate, short-term earnings.
We have no operations and no operating history. We have no revenues or earnings from operations. We have no significant assets or financial resources.
Summary of Results
During the period of this Form 10-K, August 31, 2010 - August 31, 2011, the Company was engaged in identifying and analyzing potential new business opportunities suitable for completing a business combination. These activities were undertaken by or under the supervision of officers and directors of the Company who volunteer their time to the affairs of the Company. Throughout this reporting period, the Company incurred expenses associated with audits and reviews associated with reporting requirements of the Exchange Act of 1934, as amended, and for filing of the annual report with the state of incorporation, Florida. These expenses are described in Item 14, Principal Accounting Fees and Services, herein below. Up until June 30, 2011, these expenses were paid by Driver Tools, LLC, a Utah LLC whose sole Managing Member, William D. Kyle, is also a Director of the Company. Driver Tools made an unsolicited gift of the payment of these expenses to the Company with no expectation of remuneration or compensation; the gifting of these payments is also described in the Form 10-Q filings, for the Company. After June 30, 2011, Mr. Cecil VanDyke, Director and beneficial owner of all (100%) of the Company’s issued and outstanding Common Stock paid these expenses in the form of an unsolicited gift with no expectation of remuneration or compensation.
We have no operations. We have no revenues or earnings. We do not meet the test of "going concern" and our independent auditor has expressed substantial doubt about our ability to continue as a going concern due to our lack of committed funding and lack of revenue. Further, it is highly likely that we will continue to sustain expenses while endeavoring to identify a target business opportunity. Although our target business evaluation will seek to combine with a business opportunity that generates revenue, profits and immediate cash flow, there can be no assurance that if and when we identify and consummate a business combination with a target business opportunity that we will be able to generate revenue, profits or cash flow.
Looking Ahead
Our strategy continues to center on identifying a suitable target business opportunity and consummating a business combination. The analysis of potential new business opportunities, suitable for completing a business combination, will continue to be undertaken by or under the supervision of the officers and directors of the Company. In its efforts to analyze potential targets, the Company will consider the following kinds of factors, no one of which will be controlling. The Company's management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.
1.
Potential for growth, indicated by new technology, anticipated market expansion or new products.
2.
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole.
3.
Strength and diversity of management, either in place or scheduled for recruitment.
4.
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
5.
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
6.
The extent to which the business opportunity can be advanced.
7.
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
8.
Other relevant factors.
Liquidity and Capital Resources
On August 10, 2009, the Company issued 100,000 shares of its Common Stock, par value $0.001, to the Company's incorporator, Assured Equities, LLC, in exchange for $100. On June 30, 2011, Assured Equities LLC, is the sole owner of all (100%) of the Common Stock issued and outstanding by the Company, sold all 100,000 shares of the Company’s Common Stock to Assured Equities IV Corporation (Form 8K incorporated herein by reference).
During the next 12 months, we anticipate incurring $5,000 (an average of approximately $415 per month) for accounting and auditing related expenses (including fees to review interim financial information), costs of filing Exchange Act reports and costs related to consummating a business combination. At the Company's present 'quarterly burn rate' we will be out of money next quarter without additional funding. Further, we have no operating history, no revenue and lack profitable operations. This lack of operations and revenues may result in our incurring a net loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. Because of our lack of profits and possible increasing net losses and lacking operations, target business opportunities may decide to forgo a business combination with us placing further strain upon our liquidity and ability to raise capital.
To meet its future financial needs, the Company will aggressively seek to obtain capital either through loans, notes payable, through the issuance of shares of its common or preferred stock or other yet to be identified options. We have had no discussions with internal or external sources of liquidity or capital including stockholders, management or other investors regarding funding and no funding commitment has been obtained. The Company has not negotiated the terms of any capital raising activity; at the present time, the terms, conditions, amounts, price, and other details relating to potential sources of capital cannot be determined. Future capital raising activity will be substantially limited given current market conditions and will in all likelihood be restricted to existing stockholders, management or other individuals or entities.
Regardless of any terms agreed upon between the Company and any investor, the need for future capital in order for the Company to continue its plan of operations is inevitable. Current economic conditions will impact the Company's ability to raise capital. Business and consumer concerns over the economy, geopolitical issues, the availability and cost of credit, the U.S. financial markets and the national debt of the United States and the nations of Europe have contributed to the volatility in the financial and economic environments. These factors, combined with declining and failing businesses, reduced consumer confidence and increased unemployment, have caused a global economic slow-down. Changes in national as well as global economic conditions, including changes in financial and equity markets, interest rates, and investors' perception of the economy may impede the Company's access to, or increase the cost of financing activities.
The Company will be in competition for capital with other entities that have identifiable assets, liquidity and revenue producing operations. Our financial position, having no significant assets, financial resources and no revenues, raises substantial doubt about our ability to raise capital and continue as a going concern. The lack of a market for our common equity securities precludes us from raising capital in the equity markets until shares of our common stock are registered pursuant to or exempt from registration under the Securities Act. Further, other applicable federal or state securities laws or regulations may also preclude us from successfully raising capital and improving our financial position. Target firms that might consider a merger or acquisition with us, to gain the advantages and perceived benefits of becoming a public corporation, may decide to forgo such a business combination with us because of our lack of operations and access to affordable capital. Our financial position and current economic volatility may prevent us from identifying and pursuing a business combination with a target company seeking these benefits and funding sources, such as our shareholders, management or others, may decide to defer loans or investments to the Company.
The financial statements contained in this interim report have been prepared assuming that the Company will continue as a going concern; however, the Company has not engaged in any operations that have produced revenue and, as a result, the possibility exists that the Company will not be able to continue as a going concern. Nevertheless, management believes that sufficient funding is available to meet the Company's needs during the next twelve months. The financial statements included in this interim report do not include any adjustments that might result from an unfavorable outcome of this uncertainty.
The Company has no material commitments for capital expenditures as of August 31, 2011, the latest fiscal period. The Company has no requirement for funds to fulfill such commitments.
Results of Operations
During the twelve-month period ending August 31, 2011 the Company had no operations, generated no revenue, generated no cash flow and had professional services fees and other expenses of $5,150. The Company does not currently engage in any business activity that provides or produces revenues or cash flow. The Company has no employees; our officers and directors volunteer their time to the Company.
During this reporting period (August 31, 2010 - August 31, 2011), management's efforts were devoted to identifying and pursuing a possible business combination with a target business opportunity. As of this date, the company has not identified a target business opportunity and has not issued nor entered into a letter of intent concerning any target business opportunity.
Off-balance Sheet Arrangements
The Company has not been involved in any transaction, agreement or other contractual arrangement (off balance sheet arrangement) and it is not anticipated that the Company will enter into an off balance sheet arrangement. The Company has not undergone any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business.
Tabular Disclosure of Contractual Obligations
The Company has no contractual obligations.
Short Term Debt
The Company has no short-term debt.
Long Term Debt
The Company has no long-term debt.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the quantitative and qualitative disclosures about market risk from the information provided in Ultimate Indoor Football League, Inc.'s Form 10-12(g) filings.
Interest Rates
One principal market risk exposure relates to the impact of changes in short-term interest rates that may result from activities by the Federal Reserve, current economic conditions and the impact short term interest rates may have upon a target business opportunity. Interest rate changes impact the level of earnings while changes in long-term interest rates also affect the measure of liabilities. These changes may also impact a target business opportunity.
Foreign Currency Exchange Rates
Because the Company has on operations and generates no revenues, we foresee minimum market risk caused by foreign currency exchange rates.
Commodity Prices
Because the Company has no operations and generates no revenues, we foresee minimum market risk caused by commodity prices.
Other Relevant Market Rates or Prices
Because the Company has no operations and generates no revenues, we can not predict the impact of any other relevant market rates or prices upon our financial performance.
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ultimate Indoor Football League, Inc.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
We have audited the accompanying balance sheets of Ultimate Indoor Football League, Inc. (A Development Stage Company) as of August 31, 2011 and 2010, and the related statements of income and expenses, stockholders' equity and cash flows for the years then ended and from Inception, August 10, 2009 through August 31, 2011. 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 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 audit included consideration on 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 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 Ultimate Indoor Football League, Inc. (A Development Stage Company) as of August 31, 2011 and 2010 and the results of its operations and its cash flows for the periods described above 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 4 to the financial statements, the Company has generated no operations, no revenue, and no cash flow as of August 31, 2011, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
November 18, 2011
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
BALANCE SHEETS
AS OF AUGUST 31, 2011 AND AUGUST 31, 2010
See the accompanying summary of accounting policies and notes to the financial statements.
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 10, 2009 (INCEPTION) THROUGH AUGUST 31, 2011 AND THE TWELVE MONTHS ENDED AUGUST 31, 2011 and 2010
See the accompanying summary of accounting policies and notes to the financial statements.
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 10, 2009 (INCEPTION) THROUGH AUGUST 31, 2011 AND FOR THE TWELVE MONTHS PERIOD ENDED AUGUST 31, 2011 and 2010
See the accompanying summary of accounting policies and notes to the financial statements.
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (AUGUST 10, 2009) TO AUGUST 31, 2011
Ultimate Indoor Football League, Inc.
(Formerly Known as Assured Equities V Corporation)
(A Development Stage Company)
Notes to Financial Statements
August 31, 2011
Note 1- Description of Business.
Assured Equities V Corporation (the "Company"), a Florida "blank check" Company, was incorporated on August 10, 2009. The Company is actively seeking a merger candidate and currently has no operations and no employees.
On October 27, 2011, the registrant filed a Form 8K, Current Report, incorporated herein by reference, with the Commission, to change the name of the Company from Assured Equities V Corporation to the Ultimate Indoor Football League, Inc. (“UIFL” or the “Company” or the “Corporation”).
Note 2 - Preparation and Basis of Financial Statements.
The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
The Company's fiscal year-end is August 31.
Note 3 - Summary of Significant Accounting Policies.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Equivalents
The Company considers all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. Cash and equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits. As of August 31, 2011, there was $100 in other receivables in the form of a Cashier’s Check payable to Assured Equities V Corporation and as of August 31, 2010 and 2009, respectively, there was $100 in the Company's checking account and no cash equivalents.
Income Taxes
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Ultimate Indoor Football League, Inc. provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Net Income Per Share
Basic net income (loss) per common share amounts is computed using the weighted average number of common shares outstanding during the year. Diluted per common share amounts are computed using the weighted average number of common shares outstanding during the year and dilutive potential common shares. Dilutive potential common shares consist of stock options, stock warrants and redeemable convertible stock and are calculated using the treasury stock method. As of August 31, 2011 and 2010, respectively, there were no dilutive convertible common shares outstanding.
Development Stage - Ultimate Indoor Football League, Inc.
As a result of the Company's limited operating history and lack of current revenue stream we report our financial statements pursuant to FASB guidelines, which focuses on development stage companies. Users of the financial statements should be familiar with these statements and its effect on the financial statements.
Recent Accounting Pronouncements
The Company does not expect that adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.
Note 4 - Going Concern
Ultimate Indoor Football League, Inc. does not meet the test of "going concern." The Company was formed to pursue a business combination with target business opportunity yet to be finalized and to provide a method for a domestic or foreign private company to become a reporting company whose securities would hope to be qualified for trading in the United States secondary market. As of this date the Company has not finalized a business combination and there can be no assurances that we will be successful in locating or negotiating with any target business opportunity and, as such, the Company has been in the developmental stage since inception and have no other operations to date other than issuing shares to our original shareholders. Ultimate Indoor Football League, Inc.'s financial statements have been prepared on a development stage company basis. Because the Company has no operations, no revenue and no cash flow, substantial doubt exists as to Ultimate Indoor Football League, Inc.'s ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.
Note 5 - Income Tax
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
As of August 31, 2011, there is no provision for income taxes, current or deferred.
Deferred Tax Asset Arising From Net Operation Loss Carry-Forward
$3,605
$1,803
Valuation Allowance
($3,605)
($1,803)
Net Deferred Tax Asset
$0
At August 31, 2011, the Company had a net operating losses of $10,300 carry forward for federal income tax purposes and Florida currently imposes no state corporate income tax on losses. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
Note 6 - Share Capital
On August 17, 2009, Assured Equities V Corporation issued 100,000 shares of its Common Stock to the Incorporator, Assured Equities LLC, in exchange for $100.
On August 31, 2009, the Company's stock register reported a total 100,000 shares of Common Stock outstanding, with all 100,000 shares held and owned by Assured Equities LLC, Incorporator.
On August 31, 2010, the Company's stock register reported a total 100,000 shares of Common Stock outstanding with all 100,000 shares issued on August 10, 2009, held and owned by Assured Equities, LLC, Incorporator.
On June 30, 2011, Assured Equities, LLC sold all 100,000 shares of its Common Stock holdings, representing 100% of the Company’s issued and outstanding Common Stock, to Assured Equities IV Corporation (this transaction is herein incorporated by reference) in exchange for thirty thousand and no/100 ($30,000).
On August 31, 2011, the Company's stock register reports a total 100,000 shares of Common Stock outstanding with all 100,000 shares acquired on June 30, 2011, held and owned by Assured Equities IV Corporation.
Note 7 - Related Party Transactions
On August 17, 2009, Assured Equities V Corporation issued 100,000 shares of its Common Stock to the Incorporator, Assured Equities LLC, in exchange for $100. Assured Equities, LLC, a Utah Limited Liability Company and active with the State of Utah, is the incorporator-founder and the only shareholder of the Company. Mr. William D. Kyle, President, Treasurer and Director of the Company is the sole Managing Member and owner of Assured Equities, LLC. Mr. William D. Kyle, as the sole Managing Member and owner of Assured Equities, LLC, has voting and dispositive power with regard to all of the shares of the Company held by Assured Equities, LLC.
On October 1, 2009, the Company was notified that Driver Tools, LLC ("donor"), a privately held company, wished to voluntarily make an unrestricted gift to the Company without any expectation of compensation or other consideration. Driver Tools, LLC is a Utah Limited Liability Company and active with the State of Utah. Mr. William D. Kyle, President, Treasurer and Director of the Company is the sole Managing Member and owner of Driver Tools, LLC. On August 28, 2009, the donor paid the fees (the 'transaction') of two-thousand and 00/100 ($2,000) USD associated with the PCAOB audit of the Company's financial records and on October 1, 2009 asked that the Company accept this transaction as an unrestricted gift. On October 2, 2009, the Company accepted this unrestricted gift and recorded this gift on the Company's accounting records on October 2, 2009 as additional paid-in capital.
On January 30, 2010, the Company was notified that Driver Tools, LLC ("donor"), a privately held company, wished to voluntarily make an unrestricted gift of one-thousand and 00/100 ($1,000) USD (the 'transaction') associated with the PCAOB review of the Company's financial records, in preparation for the Company's Form 10-Q filing, to the Company without any expectation of compensation or other consideration. Driver Tools, LLC is a Utah Limited Liability Company and active with the State of Utah. Mr. William D. Kyle, President, Treasurer and Director of the Company is the sole Managing Member and owner of Driver Tools, LLC. On January 30, 2010, the donor asked that the Company accept this transaction as an unrestricted gift. On January 30, 2010, the President accepted this unrestricted gift and instructed the Treasurer to record this gift on the Company's accounting records pursuant to and in accordance with GAAP. On February15, 2010, the donor paid the transaction fees of $1,000, notified the Company of this payment and on February 25, 2010, the Treasurer recorded this gift on the Company's accounting records as additional paid-in capital.
On April 2, 2010, respectively, the Company was notified that Driver Tools, LLC ("donor"), a privately held company, wished to voluntarily make two unrestricted gifts totaling one-thousand one-hundred fifty and 00/100 ($1,150) for (a) one-thousand and 00/100 ($1,000) USD associated with the PCAOB review of the Company's financial records, in preparation for the Company's Form 10-Q filing, and (b) one-hundred fifty and 00/100 ($150) USD associated with the annual report fee payable to the State of Florida (the "transactions"), to the Company without any expectation of compensation or other consideration. Driver Tools, LLC is a Utah Limited Liability Company and active with the State of Utah. Mr. William D. Kyle, President, Treasurer and Director of the Company is the sole Managing Member and owner of Driver Tools, LLC. On April 2, 2010 and April 12, 2010, respectively, the donor asked that the Company accept these transactions as an unrestricted gift. On April 12, 2010, the President accepted these two unrestricted gifts and instructed the Treasurer to record these gifts on the Company's accounting records pursuant to and in accordance with GAAP. On April 29, 2010, the donor paid the transaction fees of $1,150, notified the Company of this payment and on April 30, 2010, the Treasurer recorded this gift on the Company's accounting records as additional paid-in capital.
On June 26, 2010, the Company was notified that Driver Tools, LLC ("donor"), a privately held company, wished to voluntarily make an unrestricted gift of one-thousand and 00/100 ($1,000) USD (the 'transaction') associated with the PCAOB review of the Company's financial records, in preparation for the Company's Form 10-Q filing, to the Company without any expectation of compensation or other consideration. Driver Tools, LLC is a Utah Limited Liability Company and active with the State of Utah. Mr. William D. Kyle, President, Treasurer and Director of the Company is the sole Managing Member and owner of Driver Tools, LLC. On January 30, 2010, the donor asked that the Company accept this transaction as an unrestricted gift. On June 26, 2010, the President accepted this unrestricted gift and instructed the Treasurer to record this gift on the Company's accounting records pursuant to and in accordance with GAAP.
On June 30, 2011, Assured Equities, LLC sold all 100,000 shares of its Common Stock holdings, representing 100% of the Company’s issued and outstanding Common Stock, to Assured Equities IV Corporation (Form 8K incorporated by reference) in exchange for thirty thousand and no/100 ($30,000).
On September 30, 2010, the Company was notified that Cecil VanDyke ("donor", Director, President and Treasurer of the Company) wished to voluntarily make an unrestricted gift of one-thousand and 00/100 ($1,000) USD (the 'transaction') associated with the PCAOB review of the Company's financial records, in preparation for the Company's Form 10-Q filing, to the Company without any expectation of compensation or other consideration. On September 30, 2011, the donor asked that the Company accept this transaction as an unrestricted gift. On September 30, 2011, the President accepted this unrestricted gift and instructed the Treasurer to record this gift on the Company's accounting records pursuant to and in accordance with GAAP.
There have been no other events since the last Annual Report on Form 10K for the fiscal year ended August 31, 2010.
Note 8 - Preferred Stock
The Company's Articles of Incorporation authorize 50,000,000 shares of Preferred Stock, par value $0.001. The Company's Preferred Stock has not been registered with the SEC. No shares of Preferred Stock are issued and outstanding at August 31, 2011, 2010 and 2009, respectively.
Note 9 - Subsequent Events
On October 27, 2011, the registrant filed a Form 8K, Current Report, incorporated herein by reference, with the Commission, to change the name of the Company from Assured Equities V Corporation to the Ultimate Indoor Football League, Inc. (“UIFL” or the “Company” or the “Corporation”).
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure. M&K CPAS, PLLC has been engaged by the Company to audit the period ended August 31, 2011. The decision to hire M&K CPAS, PLLC was approved by the Company's Board of Directors.
Item 9A.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year covered by this report. Based on the foregoing, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of period covered by this report in timely alerting them to material information relating to Ultimate Indoor Football League, Inc. required to be disclosed in our periodic reports with the Securities and Exchange Commission. The management of the company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (one individual) as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the Company's disclosure controls and procedures. Based on their evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures need improvement and were not effective as of August 31, 2011 to cause the information required to be disclosed in reports that the Company files or submits under the Exchange Act to be recorded, processed, summarized and reported within the time periods prescribed by the SEC, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to
ensure timely decisions regarding required disclosure. Management is in the process of identifying deficiencies with respect to the Company's disclosure controls and procedures and implementing corrective measures.
There have been no changes in the Company's internal control over financial reporting during the last annual period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
Our Chief Executive Officer and Principal Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.
Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and Principal Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements.
Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.
Our management, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting as of the end of the period covered by this report based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of August 31, 2011 due to the following material weaknesses in the company’s internal control over financial reporting:
1.
A system of internal controls (including policies and procedures) has neither been designed nor implemented.
2.
A formal, internal accounting system has not been implemented.
3.
Segregation of duties in the handling of cash, cash receipt, and cash disbursement is not formalized.
4.
A number of journal entries.
Management is evaluating plans on a cost benefit basis to remedy the above weaknesses and we continue the process to complete a thorough review of our internal controls as part of our preparation for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires our management to report on, and our external auditors to attest to, the effectiveness of our internal control structure and procedures for financial reporting. As a non-accelerated filer under Rule 12b-2 of the Exchange Act, our first report under Section 404 as a smaller reporting company will be contained in our Form 10-K for the year ended August 31, 2011.
This annual report does not include an attestation report of the company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Our directors and officers and additional information concerning them are as follows:
Ultimate Indoor Football League, Inc.
Directors And Executive Officers
August 31, 2011
Name
Age
Position
Cecil VanDyke
Director, President, Treasurer
William D. Kyle
Director
Mr.VanDyke was elected to the Board of Directors on June 30, 2011.
The term of office of Director(s) expires at our annual meeting of stockholders or until successor(s) is/are duly elected and qualified.
Cecil VanDyke, Director, President and Treasurer
Mr. Cecil VanDyke has over 30 years of accounting and finance experience with both privately held and publicly held companies. Most recently, Mr. VanDyke held the position of Controller for a privately held distribution company where he was responsible for all of the company’s financial, IT and personnel programs and policies.
Dates
Company
Position
Comments
SEDCO, Inc.
Chief Financial Officer
Distributor of consumer,
commercial and industrial products.
William D. Kyle, Director
Mr. William D. Kyle possesses over thirty years experience in business development, marketing and sales. Mr. Kyle's most recent experience includes:
Dates
Company
Position
Comments
01/00 - 07/04
N/A
N/A
Mr. Kyle was retired during this period
07/04 - Present
Driver Tools, LLC
Founder, Managing Member, Mr. Kyle remains active with Driver Tools, LLC
Reseller of engineering test products
07/07 - Present
BANDE Holdings, LLC
Founder, Managing Member, Mr. Kyle remains active with BANDE Holdings, LLC
Business developing and consulting company
08/08 - Present
Assured Equities, LLC
Founder, Managing Member, Mr. Kyle remains active with Assured Equities, LLC
Business developing and consulting company
04/09 - Present
Enterprise Creations, LLC
Founder, Managing Member, Mr. Kyle remains active with Enterprise Creations, LLC
Business developing and consulting company
(b) Significant Employees. None
(c) Family Relationships. None
(d) Directorships
During the past five years, Cecil VanDyke, Director, has also held Directorships with the following companies with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act:
Assured Equities IV Corporation, SEC file number 000-53734; Cecil VanDyke was appointed Director on June 15, 2010.
During the past five years, William D. Kyle, Director, has also held Directorships with the following companies with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act:
1.
Enterprise IV Corporation, SEC File Number 000-53365; William D. Kyle resigned as Director of Enterprise IV Corporation on March 24, 2009.
2.
Enterprise V Corporation, SEC File Number 000-53322; William D. Kyle resigned as Director on October 14, 2008.
3.
Enterprise VI Corporation, SEC File Number 000-53351; William D. Kyle resigned as Director on October 15, 2008.
4.
Assured Equities IV Corporation, SEC file number 000-53734; William D. Kyle resigned as Director on June 15, 2010.
(e) Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, criminal proceedings or judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Company during the past ten years.
(f) The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
Item 11.
Item 11. Executive Compensation
The Company's officers and directors have not received any cash or stock remuneration since inception. Officers and directors will not receive any remuneration until approved by the Company’s Board of Directors or until the consummation of a business combination, acquisition or merger acquisition of a business opportunity and then only with approval of the Company's Board of Directors. No remuneration of any nature has been paid to any officer or director on account of services rendered by such in those capacitates. The Company's officers and directors continue to devote a limited amount of their time, on a voluntary and uncompensated basis, to the affairs of the Company.
It is possible that after the Company successfully consummates a business combination, acquisition or merger with an unaffiliated entity that entity may desire to employ or retain one or more members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
No retirement, pension, profit sharing, stock option, stock compensation or insurance programs or other similar programs have been adopted by the Company for the benefit of its officers, directors or future employees.
There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table or otherwise.
Ultimate Indoor Football League, Inc.
Executive Compensation
August 31, 2011
Name
Position/Title
Compensation
Cecil VanDyke
Director, President, Treasurer
$0.00
William D. Kyle
Director
$0.00
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of August 31, 2011, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.
Ultimate Indoor Football League, Inc.
Security Ownership of Certain Beneficial Owners and Management
August 31, 2011
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percentage (%) of Class
Assured Equities IV Corporation
100,000 shares of Common Stock
100%
77 Acorn Ave, Talmo, GA 30575
All Officers and Directors
Item 13.
Item 13. Certain Relationships and Related Transactions.
The Company utilizes the office space and equipment of its management at no cost.
The Company has not issued any promissory notes or other evidence of indebtedness.
There have been no transactions since the beginning of the Company's fiscal year (date of inception, August 10, 2009), or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.
A single transaction occurred on August 17, 2009, when the Company issued 100,000 shares of its Common Stock, par value $0.001, to the Company's sole incorporator, Assured Equities, LLC, in exchange for $100.00 US Dollars.
As of August 31, 2011, the sole shareholder of the Company is Assured Equities IV Corporation.
The Company has not had a promoter at anytime.
The Company has not:
1.
Established its own definition for determining whether its directors and nominees for directors are "independent" nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be "independent" under any applicable definition given that they are officers of the Company; nor,
2.
Established any committees of the Board of Directors.
3.
Given the nature of the Company's business, its limited shareholder base and the current composition of management, the Board of Directors does not believe that the Company requires any corporate governance committees at this time. However, the Board of Directors takes the position that it will establish: (i) its own definition of 'independent" as related to directors and nominees for directors and (ii) committees that will be suitable for its operations once operations commence.
Item 14.
Item 14. Principal Accounting Fees and Services.
The Company was billed audit fees, by the Company's PCAOB Member firm, M&K CPAs, during the Company's most recent fiscal year, as follows:
Fiscal Year
Audit Fees Billed For The
Other Audit Fees Billed
Tax Fees Billed
All Other Fees
Annual Financial Statement
and Review Audit
August 31, 2011
$5,000
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) The consolidated financial statements (and report thereon) listed below are included in "Item 8. Financial Statements and Supplemental Data" of this 2010 Form 10-K.
1.
Report of M&K CPAs, Independent Registered Public Accounting Firm
2.
Balance Sheets at August 31, 2009, August 31, 2010 and August 31, 2011.
3.
Statement of Income and Expenses for the fiscal years ended August 31, 2009, August 31, 2010 and August 31, 2011.
4.
Statement of Changes in Stockholder's Equity for the fiscal years ended August 31, 2009, August 31, 2010 and August 31, 2011.
5.
Statement of Cash Flows for the fiscal years ended August 31, 2009, August 31, 2010 and August 31, 2011.
(a) (2) Financial Statement Schedules: All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because of the absence of the conditions under which they are required or because the required information is presented in the financial statements included in "Item 8. Financial Statements and Supplemental Data" of this 2010 Form 10-K.
(a) (3) and (b) Exhibits:
The exhibits listed on the “Index to Exhibits” beginning on page E-1 of this 2011 Form 10-K are filed with this 2011 Form 10-K or incorporated herein by reference as noted in the “Index to Exhibits”. The “Index to Exhibits” specifically identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit to this 2011 Form 10-K or incorporated herein by reference.
c. Financial Statement Schedule: None
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ULTIMATE INDOOR FOOTBALL LEAGUE, INC.
Date: November 18, 2011
By: s/s Cecil VanDyke
Name: Cecil VanDyke
Title: President
Index to Exhibits
Exhibit Number
Description
Location
3.(i)
Articles of Incorporation
Incorporated herein by reference to
Registrant’s Form 10-12G/A
3(ii)
ByLaws
Incorporated herein by reference to
Registrant’s Form 10-12G/A
Material Contract (Definitive
Incorporated herein by reference to
Purchase Agreement)
Registrant’s Form 8K
Interactive Data File