ITEM 1. BUSINESS.
Business History
Bidfish.com Inc. (“Bidfish”, or the “Company”) was incorporated on June 27, 2006, under its former name “Park and Sell Corp.” Prior to September 15, 2009, we were engaged in the business of offering vehicles, ATVs, motorcycles, campers, RVs and boats for sale privately at a fixed fee. It was our intention to be one of the few website driven businesses up and operating offering buyers and sellers the opportunity to search, view, contact, buy and sell privately owned vehicles, ATVs, motorcycles, campers, RVs and boats. We commenced limited operations including a feasibility study and the search for an appropriate facility location. As our management conducted due diligence on the recreational vehicle industry, management realized that this industry did not present the best opportunity for our company to realize value for our shareholders. In an effort to substantiate shareholder value, then sought to identify, evaluate and investigate various companies and compatible or alternative business opportunities with the intent that, should the opportunity arise, a new business be pursued.
Effective September 15, 2009, we completed a merger with our wholly-owned subsidiary, Bidfish.com Inc. a Nevada corporation, for the purpose of effecting a change in our name from “Park and Sell Corp.” to “Bidfish.com Inc.” During our company’s past fiscal quarter, management determined to abandon our current business plan, consisting of recreational vehicle sales and leasing due to the lack of success in the current business and our inability to attract further financing for this business. Accordingly, management decided to change our business focus to online entertainment shopping, specifically online auctions of consumer goods. In connection with the change of business focus, we changed our name from Park and Sell Corp. to Bidfish.com Inc.
In addition, effective September 15, 2009, we effected a 31 for one forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.00001 par value. Our issued and outstanding increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
Effective November 7, 2011, the board of directors approved a one (1) for six (6) reverse stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein the Company issued one share for every six shares of common stock issued and outstanding immediately prior to the effective date of the forward stock split. As a result, the authorized capital decreased from 3,100,000,000 shares of common stock with a par value of $0.00001 to 516,666,666 shares of common stock with a par value of $0.001. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
Our common stock was quoted on the NASD Over-the-Counter Bulletin Board under the new symbol "BDFH" effective at the opening of the market on September 24, 2009.
The report of our auditors on our audited financial statements for the fiscal year ended August 31, 2011 contains a going concern explanatory paragraph as we have suffered losses since our inception. We have minimal assets and have achieved no operative revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations. We will be required to raise additional capital and/or debt over the next twelve months to meet our ongoing expenses.
We operate the website “Bidfish.com” which is an online entertainment shopping portal. Our business plan was to sell “bids” to customers who then use them to bid on consumer products such as PC’s, MP3 players, camera’s and TV’s that we sell through an auction system on the website. Products would be shipped either direct from the distributor or from our facility. We have not made any sales to date and we do not currently maintain an inventory of the products we plan to sell.
Current Business Operations
In September 2011, the directors of the Company determined that it is in the best interest of the Company to change its business focus and seek a relationship with an operating company that can provide business and profits to benefit the Company’s stockholders.
Effective November 7, 2011, the Company and Halter Energy Capital Corporation (“Halter”) completed a Stock Purchase Agreement, pursuant to which Halter was entitled to receive a total of 44,500,000 post-reverse split shares of common stock of the Company for gross proceeds of $500,000, and warrants to purchase 20,000,000 shares for $0.20 per share within two years (the “Sale”).
Effective November 7, 2011, the Company and Juan Carlos Espinosa, the existing controlling stockholder, completed a Redemption Agreement pursuant to which the Company redeemed 24,753,333 post-reverse split shares of common stock for $1,000 (the “Redemption”).
As a result of the Sale and Redemption, Halter owned approximately 80.18% of the then outstanding Common Stock of the Company.
Upon the completion of the Sale on November 7, 2011, Juan Carlos Espinosa resigned as the director of the Company and Kevin B. Halter, Jr. was appointed the new director of the Company.
Insurance
We do not maintain any insurance relating to our business or operations.
Employees
We are a development stage company and currently have no employees, other than our sole officer and director.
Our Office
Our address is 2591 Dallas Parkway, Suite 102., Frisco, Texas 75034
Our phone number is (972) 963-0001
.
ITEM 1A.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2.
ITEM 2. PROPERTIES.
Our office is located at 2591 Dallas Parkway, Suite 102., Frisco, Texas 75034, and we currently do not incur rent expense. We do not have other properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of November 18, 2011 there were 53 holders of record of our common stock. As of such date, 55,500,030 common shares were issued and outstanding. Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “BDFH”.
On September 15, 2009, we completed a 31 for one forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.00001 par value. Our issued and outstanding common stock has increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
On November 7, 2011, we completed a one (1) for six (6) reverse stock split of authorized, issued and outstanding shares of common stock. As a result, our authorized capital decreased from 3,100,000,000 shares of common stock with a par value of $0.00001 to 516,666,666 shares of common stock with a par value of $0.001. Our issued and outstanding common stock has decreased from 214,520,000 shares of common stock to 35,753,333 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.
There are no outstanding options or warrants to purchase, or securities convertible into, our common shares. We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.
Recent Sales of Unregistered Securities
Effective November 7, 2011, the Company issued 44,500,000 shares of common stock of the Company for gross proceeds of $500,000.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
For the year ending August 31, 2011 we had net loss of $51,724 compared to net loss of $41,769 in 2010. General and administrative expenses increased from $4,026 in 2010 to $22,584 in 2011. Professional and consulting fees decreased from $37,743 in 2010 to $29,140 in 2011.
Inception through August 31, 2011 losses total $264,575. General and administrative expenses are the principal component of our losses since inception.
Financial Condition, Liquidity and Capital Resources
At August 31, 2011, we had cash and total asset of $1,680, and working capital deficit of $35,782.
As of August 31, 2011, our total liabilities were $37,462 comprised of accounts payable of $9,115, accounts payable to related party of $19,300 and amounts due to related party of $9,047. This compares to our total liabilities of $6,580 at August 31, 2010.
During the year ended August 31, 2011 we were advanced $9,047 from Mr. Juan Carlos Espinosa who is also a shareholder of the Company.
Cash Requirements
Over the next twelve months we intend to acquire a profitable business and raise funds for operations and general and administrative expenditures, as follows:
Estimated Funding Required During the Next Twelve Months
As of August 31, 2011, we had working capital deficit of $35,782. We will require additional financing before we generate significant revenues and profit. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements.
The Company plans to (1) acquire a business to generate sufficient cash flow from operations; and / or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will continue to rely on advances from shareholders and / or directors and officers of the Company. As at the time of this report, there are no written commitments from existing or potential stockholders or lenders. During September, 2011 we received $20,000 from Mr. Juan Carlos Espinosa by issuing him a promissory note for the principal amount of $20,000 at simple annual interest rate of 12% repayable upon demand. During November, 2011 we received $500,000 from our new director Mr. Kevin Halter Jr. as gross proceed for 44,500,000 shares of our common stock.
There are no assurances that we will be able to obtain additional funds required for our continued operations. Our auditors have issued a going concern opinion. In such event that we do not obtain sufficient cash advances from our sole director and the president, or raise sufficient additional funds by secondary offering or private placement and/or bank financing, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.
Recently Issued Accounting Standards
The adoption of recently issued pronouncements is not expected to have a material effect on our financial position or results of operation.
Application of Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
The following consolidated financial statements are filed as part of this annual report:
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Report of Independent Registered Public Accounting Firm dated November 15, 2011;
-
Report of Independent Registered Public Accounting Firm dated November 26, 2008:
-
Balance Sheets at August 31, 2011 and 2010;
-
Statements of Operations for the years ended August 31, 2011 and 2010, and for the period from June 27, 2006 (inception) to August 31, 2011;
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Statement of Stockholders’ Equity (Deficit) from June 27, 2006 (inception) to August 31, 2011;
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Statements of Cash Flows for the years ended August 31, 2011 and 2010, and the period from June 27, 2006 (inception) to August 31, 2011;
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Notes to the Financial Statements.
LBB & ASSOCIATES LTD., LLP
10260 Westheimer Road, Suite 310
Houston, TX 77042
Phone: (713) 800-4343 Fax: (713) 456-2408
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Bidfish.com Inc.
(A Development Stage Company)
Miami, FL
We have audited the accompanying balance sheets of Bidfish.com Inc. (the “Company”) as of August 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and for the period from June 27, 2006 (Inception) to 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 did not audit the cumulative totals of the Company for the period from June 27, 2006 (Inception) to August 31, 2008, which totals reflected a deficit of $59,940 accumulated during the development stage. Those financial statements and cumulative totals were audited by other auditors whose report dated November 26, 2008, expressed an unqualified opinion on those statements and cumulative totals, and included an explanatory paragraph regarding the Company’s ability to continue as a going concern. Our opinion, insofar as it relates to amounts included for that period is based on the report of other independent auditors, mentioned above.
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 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 also 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 financial statements referred to above present fairly, in all material respects, the financial position of Bidfish.com Inc. as of August 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and the period from June 27, 2006 (Inception) to August 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2012 raise substantial doubt about its ability to continue as a going concern. The 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
November 15, 2011
Report of Independent Registered Public Accounting Firm
To the Directors and Stockholders
Park and Sell Corp. (subsequently Bidfish.com Inc.)
(A Development Stage Company)
We have audited the statements of stockholders' deficit accumulated for the period from June 27, 2006 (Date of Inception) to August 31, 2008 of Park and Sell Corp. (subsequently Bidfish.com Inc.) (A Development Stage Company). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the stockholders’ equity of Park and Sell Corp. (subsequently Bidfish.com Inc.) (A Development Stage Company) as of August 31, 2008, and accumulated from June 27, 2006 (Date of Inception) to August 31, 2008 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ “Manning Elliott LLP”
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 26, 2008
Bidfish.com Inc.
(A Development Stage Company)
Balance Sheets
The accompanying notes are an integral part of these financial statements.
Bidfish.com Inc.
(A Development Stage Company)
Statements of Operations
Years Ended August 31, 2011 and 2010 and
the Period from June 27, 2006 (Inception) through August 31, 2011
The accompanying notes are an integral part of these financial statements.
Bidfish.com Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended August 31, 2011 and 2010 and
the Period from June 27, 2006 (Inception) through August 31, 2011
The accompanying notes are an integral part of these financial statements.
Bidfish.com Inc.
(A Development Stage Company)
Statements of Stockholders’ Equity (Deficit)
the Period from June 27, 2006 (Inception) through August 31, 2011
The accompanying notes are an integral part of these financial statements.
Bidfish.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
1. Nature of Operations and Continuance of Business
Bidfish.com Inc. (the “Company”), was incorporated in the State of Nevada on June 27, 2006. Effective September 15, 2009, the Company completed a merger with its wholly-owned subsidiary, Bidfish.com Inc., a Nevada corporation, for the purpose of effecting a change in the Company’s name from Park and Sell Corp. to Bidfish.com Inc., and a change in business from recreational vehicle sales and leasing to online entertainment shopping, specifically online auctions of consumer goods.
The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard ASC915 “Accounting and Reporting by Development Stage Enterprises”.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2011, the Company has not generated any revenues and has accumulated losses of $264,575 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is working to secure additional financing to meet its obligations and working capital requirements over the next twelve months.
The Company plans to but there are no assurances that it will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will continue to rely on advances from the President of the Company which was verbally committed by the President. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail its operations.
2. Summary of Significant Accounting Policies
a)
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company’s fiscal year-end is August 31.
b)
Use of Estimates
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Earnings (Loss) Per Share
The Company computes earnings (loss) per share in accordance with ASC260, "Earnings per Share". ASC260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
d)
Comprehensive Loss
ASC220, “Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2011 and 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
e)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents include a US bank draft from CIBC bank which is being held by the Company until the Company opens a new bank account.
f)
Financial Instruments
Financial instruments which include cash were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations were in Canada prior to change of business in September, 2009, which resulted in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
g)
Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC740 “Income Taxes” as of its inception. Pursuant to ASC740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
h)
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
i)
Revenue Recognition
The Company will recognize revenue from referral fees in accordance with ASC 605 Revenue Recognition. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectibility is assured. There has been no revenue for the period from inception to August 31, 2011.
j)
Newly Adopted Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
k) Reclassifications
Certain comparative figures have been reclassified to conform to the current year’s presentation.
3. Related Party Transactions
From July 1, 2006 through his resignation on April 20, 2009, the former president provided management services and office space to the Company, each with a fair value of $200 per month for total donated services of $12,800 which was charged to operations and recorded as donated capital. As at August 31, 2011 and 2010, the Company had no balance owed to the former president.
During the year ended August 31, 2010 a shareholder and former director of the Company advanced $18,993 to the Company, which was forgiven and recorded as contributed capital. During the year ended August 31, 2011, the same shareholder and director advanced $9,047 to the Company. As at August 31, 2011, the Company had a balance of $9,047 owed to him, which is unsecured, non-interest bearing and has no fixed terms of repayment.
During the year ended August 31, 2011 the Company incurred transfer agent fees of $17,427 to a company of which the current director is the president. As at August 31, 2011 the Company had a balance of $19,300 owed to this related party.
4. Common and Preferred Stock
The Company’s authorized stocks consist of:
- 516,666,666 common shares at a par value of $0.001, and
- 100,000,000 preferred shares at a par value of $0.00001.
Effective November 7, 2011, the board of directors approved a one (1) for six (6) reverse stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein the Company would issue one share for every six shares of common stock issued and outstanding immediately prior to the effective date of the forward stock split. As a result, the authorized capital decreased from 3,100,000,000 shares of common stock with a par value of $0.00001 to 516,666,666 shares of common stock with a par value of $0.001. The reverse stock split is presented retroactively in these financial statements.
On January 15, 2008, the Company issued 9,920,000 common shares for proceeds of $192,000.
As of August 31, 2011 and 2010, 35,753,363 shares of the Company’s common stock are issued and outstanding, and no shares of the Company’s preferred stock are issued and outstanding.
In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to received, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of the Articles of the Company.
5. Income Taxes
The company adopted the provision of ASC740, “Accounting for Income Taxes”. Pursuant to ASC740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely that not that it will utilize the net operating losses carried forward in future years.
The components of the net deferred tax asset at August 31, 2011 and 2010, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are listed below:
The Company has incurred operating losses of $251,775 which will expire through to 2031. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating:
6. Subsequent Events
Effective September 9, 2011 the Company issued a promissory note of $20,000 to a shareholder and the director of the Company at annual interest rate of 12%. The promissory note is unsecured and payable upon demand.
Effective November 7, 2011, the Company and Halter Energy Capital Corporation (“Halter”) closed a Stock Purchase Agreement, pursuant to which Halter received a total of 44,500,000 shares of common stock of the Company for gross proceeds of $500,000, and warrants to purchase 20,000,000 shares for $0.20 per share within two years.
Effective November 7, 2011, the Company and Juan Carlos Espinosa, the existing controlling stockholder, closed a Redemption Agreement pursuant to which the Company redeemed 24,753,333 shares of common stock for $1,000.
Upon completion of the transactions described above on November 7, 2011, Halter owned approximately 80.18% of the outstanding Common Stock of the Company.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to August 31, 2011, included in this report have been audited by LBB & Associates Ltd., LLP., as set forth in their report included in this report.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our previous principal executive and financial officer Mr. Juan Carlos Espinosa who resigned on November 7, 2011, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.
Based on the foregoing, our previous principal executive and financial officer Mr. Juan Carlos Espinosa concluded that as of and for the year ended August 31, 2011, our disclosure controls and procedures are not effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported properly within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures were not effective due to our lack of segregation of duties.
We are taking steps to improve our disclosure controls and procedures to ensure we meet all filing requirements by the SEC timely. As of the date of this report, we have been in the process of identifying and appointing additional qualified personnel who can review, improve and maintain our disclosure controls and procedures, as well as securing sufficient financing to cover the costs of implementing the changes required for our remediation efforts.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principals.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our previous principal executive and financial officer Mr. Juan Carlos Espinosa, conducted an evaluation of the design and operation of our internal control over financial reporting as of and for the year ended August 31, 2011. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. As a result of this assessment, management concluded that, as of and for the year ended August 31, 2011, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year and quarters ended August 31, 2011.
The conclusion that our internal control over financial reporting was not effective was due to the presence of the material weaknesses identified above with respect to our disclosure controls and procedures. We anticipate effective internal control over financial reporting once we rectify our deficiencies in our disclosure controls and procedures.
This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present officers and directors are set forth below:
Name and Address
Age
Position(s)
Kevin B. Halter, Jr.
President, principal executive officer, treasurer,
principal financial officer, principal accounting
officer and a member of the board of directors.
The person named above has held their offices/positions since November 7, 2011 and is expected to hold his offices/positions until the next annual meeting of our stockholders.
Background of officers and directors
On November 7, 2011 Mr. Juan Carlos Espinosa resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Concurrent with his resignations, Mr. Kevin B. Halter, Jr. was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer/Secretary and sole member of the Company’s Board of Directors.
Mr. Kevin B. Halter, Jr. has been President of Securities Transfer Corporation since 1987, an SEC registered stock transfer company. He has been a Vice President and Director of Halter Capital Corporation since 1987. He has been the President, Secretary and Director of SMSA Kerrville since November 9, 2010. From December 9, 2010 until January 16, 2011 he served as a member of the Board, and as the Company’s CEO, Chief Financial Officer and Secretary of Ventura Assets Limited. From 1994 to September 3, 2010 he has served as Vice President and Director of Millennia, Inc. From August 4, 1998 until February 27, 2004 he was a Director and Secretary-Treasurer of Millennia Tea Masters, Inc., now known as Voip, Inc. From January 31, 2005 until March 2005 he was President and a Director of Meditech, Inc., now known as Deli Solar (USA) Inc. From March 30, 2005 until January 30, 2006 he was President and a Director of Strong Technical, Inc., now known as Zhongpin, Inc. From October 18, 2005 until December 7, 2005, he was President and a Director of General Devices, Inc., now known as Aduromed Industries, Inc. From February 21, 2006 until February 5, 2008 he was President and a Director of Rub A Dub Soap, Inc., now known as Sentaida Tire Company Limited. On March 3, 2011 in Administrative Proceeding File No. 3-14285, In the Matter of Securities Transfer Corporation and Kevin Halter, Jr., an agreed order was entered censuring STC and requiring STC to retain a consultant to review all internal systems and recommend procedures to safeguard the funds and securities of its customers on deposit and to submit to continuing oversight review by such consultant. STC was fined $10,000, and Kevin Halter, Jr. was suspended for three months from associating in a supervisory capacity with a transfer agent, broker-dealer or investment advisor. Such order arose from a situation in which a former financial officer of STC commingled funds of STC and of its clients.
Conflicts of Interest
There are no conflicts of interest.
Involvement in Certain Legal Proceedings
Other than as described in this section, to our knowledge, during the past ten years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; (8) was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Audit Committee and Charter
As at August 31, 2011 and the date of this report, we do not have a separately-designated audit committee of the board. Audit committee functions are performed by our sole director Mr. Kevin B. Halter, Jr., who is not deemed independent, as he also holds positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.
Audit Committee Financial Expert
None of our directors or officers has the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as an exhibit to our Form 10K for the year ended August 31, 2010.
Section 16(a) of the Securities Exchange Act of 1934
We are not subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation paid by us for the last three fiscal years for the month ending February. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended August 31, 2006, to 2011. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
Executive Officer Compensation Table
On November 7, 2011 Mr. Juan Carlos Espinosa resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Concurrent with his resignations, Mr. Kevin B. Halter, Jr. was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer/Secretary and sole member of the Company’s Board of Directors. We do not anticipate paying salaries until we acquire new business operations.
Compensation of Directors
The following sets for compensation paid to members of our board of directors for the fiscal year ended August 31, 2011. The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.
Director’s Compensation Table
On November 7, 2011 Mr. Juan Carlos Espinosa resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Concurrent with his resignations, Mr. Kevin B. Halter, Jr. was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer/Secretary and sole member of the Company’s Board of Directors. We do not anticipate paying salaries until we acquire new business operations.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.
(1) Kevin Halter, Jr. is the owner of Halter Energy Capital Corporation
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
In December 31, 2006 we issued a total of 77,500,000 pre split shares of restricted common stock to Michael Trumper, one of our officers and directors at the time in consideration of $2,500 and 77,500,000 pre split shares of restricted common stock to Ryan Lockhart, one of our officers and directors at the time in consideration of $2,500.
On April 20, 2009, a Stock Purchase Agreement was entered into by and between Juan Carlos Espinosa and Michael Trumper and Ryan Lockhart. At the time of the Agreement, Michael Trumper served as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director and Ryan Lockhart served as Secretary and Director of the Company. Mr. Espinosa purchased the shares for the purchase price of $100,000.
During the year ended August 31, 2009, the Company repaid its former president Mr. Michael Trumper his advances to the Company totaling $24,509.
During the year ended August 31, 2010 Mr. Juan Espinosa advanced $18,993 to the Company to pay for professional and filing fees incurred to maintain the Company’s quarterly and annual filings, the full amount of which was subsequently forgiven on August 31, 2010. A copy of the debt forgiven agreement is filed as an exhibit to this report. As at August 31, 2010 the Company had no balance owed to Mr. Espinosa.
During the year ended August 31, 2011 Mr. Juan Espinosa advanced $9,047 to the Company. As at August 31, 2011 the Company had a balance of $9,047 owed to this shareholder and director, which is unsecured, non-interest bearing and have no fixed terms of repayment.
On September 9, 2011 the Company issued a promissory note of $20,000 to a shareholder and the director of the Company at annual interest rate of 12%. The promissory note is unsecured and repayable upon demand.
During the year end August 31, 2011 the Company incurred transfer agent fees of $17,427 to a company of which Kevin B. Halter, Jr. is the president. As of August 31, 2011 the Company had a balance owed to the related party of $19,300.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 18th day of November, 2011.
BIDFISH.COM INC.
(Registrant)
BY:
/S/ Kevin B. Halter, Jr.
Kevin B. Halter, Jr.
President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Principal Accounting Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.
Signature
Title
Date
/S/ Kevin B. Halter, Jr.
Kevin B. Halter, Jr.
President, Chief Executive Officer,
November 21 2011
2591 Dallas Parkway, Suite 102
Chief Financial Officer, Treasurer,
Frisco, TX 75034
Principal Accounting Officer, Secretary and a member of the Board of Directors