ITEM 1. BUSINESS
We were incorporated under the laws of the state of Delaware on January 29, 2010. Our offices are located in Taylorsville, Utah. Our plan of business is to raise capital to enable us to develop, test, and manufacture products related to the recreational vehicle industry. At this point in time we are not certain if we will be able to raise or generate sufficient funds to continue with development and testing. Our success depends on our ability to raise additional financing. We have targeted patents as a possibility only and have no definitive plans to patent any products at this time. Initially, we are going to focus on three products that we designed: the Auto Brake; the Air Brake Safety Lock; and Jack Pads. We can begin developing these products if and when we receive sufficient funding.
We plan to sell RV products made by other manufacturers through our planned website. We are presently evaluating which products we will ultimately sell on our online website and who our suppliers will be. At this time, we have not chosen any specific suppliers or products made by other manufacturers to sell through our planned website. Although we have not yet identified specific products, we plan to carry RV accessories for RV storage, cleaning, cooking, and maintenance. We have allocated extra storage space for possible inventory and intend to have inventory on hand to reduce shipping and handling which will lead to the ultimate goal of a lower price to our customers to help drive sales. There is inherent risk associated with selling third-party products. Accordingly, we will only target suppliers who offer extensive warranties. The marketing of products made by other manufacturers is not part of our current business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory.
Our plan of business is to raise capital to further develop, test, manufacture, possibly patent and market a number of products related to the recreational vehicle industry including: Class “A” diesel motor homes, travel trailers and fifth wheels. Initially we are going to focus on three products that we have designed that are ready to develop when and if the company receives funding: the Auto Brake, Air Brake Safety Lock and Jack Pads. We do not have any patents pending at this time and do not currently know when we will be in a position to apply for a patent. We plan to sell RV products made by other manufacturers through our planned website located at www.rvplusonline.com. The marketing of other products made by other manufacturers is not part of our business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory . Please note that we do not currently have any inventory for our products and products of other manufacturers.
We do not have enough capital at this time to commence business operations or to plan a time frame for future operations. We do not have additional financing arranged at this time and cannot begin to develop a plan for future operations unless we receives additional financing. In addition, we currently do not have a detailed plan to become operational and through to revenue generation. As soon as we have the financial resources to proceed with our business plan we intend to create a more detailed plan but at this time we do not have the resources to provide such a plan to our shareholders.
We currently have no full-time employees and two part-time of employees who serve as our management team. Currently, our two part-time employees, also our directors and executive officers, devote approximately 10-20 hours per week to the company and will continue to dedicate that amount of time until such a time when they deem it is necessary to contribute more.
Our Products
Our Auto Brake was designed to be installed on motorhomes that have an auxiliary brake. An auxiliary brake operates via a manual switch that activates either an exhaust brake or an engine brake. An exhaust brake works by causing a restriction in the exhaust much like the intake throttle causes in a gasoline engine. An intake throttle is mechanism by which the flow of a fluid is managed by constriction or obstruction. An engine's power can be increased or decreased by the restriction of inlet gases (i.e. by the use of a throttle), but usually decreased. Nearly all exhaust brakes have what are called “butterfly valves” that are mounted after the turbocharger. A butterfly valve is a valve which can be used for isolating or regulating flow. The closing mechanism takes the form of a disk. Butterfly valves are generally favored because they are lower in cost to other valve designs as well as being lighter in weight, meaning less support is required. The disc is positioned in the center of the pipe, passing through the disc is a rod connected to an actuator on the outside of the valve. Rotating the actuator turns the disc either parallel or perpendicular to the flow. Unlike a ball valve, the disc is present within the flow; therefore, a pressure drop is induced in the flow, regardless of valve position. A turbocharger is a gas compressor that is used for forced induction of an internal combustion engine. An engine brake or compression brake is used on large diesel trucks and on large diesel motorhomes. An engine brake works by opening the exhaust valves at the top of the compression stroke, releasing the compressed air and then immediately closing the valves to create a vacuum in the cylinder which provides immense amounts of braking force.
Current auxiliary brake designs require that the brake be switched on manually. There is typically a high and a low setting. The high setting would be used to slow down from higher rates of speed where the low setting would be used to go from slow to slower. An auxiliary brake can extend the life of the wheel brakes and also greatly reduces stopping distance. The problem is that auxiliary brakes are not used as much as they should be and are not often used in an emergency stop as the driver is usually focused on the brake pedal and the steering wheel. Our Auto Brake allows the driver to turn on the auxiliary brake which will allow the auxiliary brake to operate every time the brake pedal is depressed. Auto Brake will extend the life of the brakes and assist with stopping quicker in an emergency situation.
The Auto Brake will not require an RV owner to modify their existing auxiliary brake in any way. It will be installed after their factory manual auxiliary brake switch. No matter if the Auto Brake is on or off, the existing switch and braking system will work. The factory auxiliary braking system will not know if it was deployed by the factory switch or if it was deployed by Auto Brake. Our concept is to take the power supply and the signal from the ECM that is on route to the factory installed auxiliary brake switch and divert them through the Auto Brake control box. Auto Brake has four wires from its brain that need to be wired to the chassis. Most novice mechanics will be able to install an Auto Brake themselves by following a wiring diagram. The Auto Brake control box is 2.5" by 2.5" by 1" thick.
Motorhome manufacturers build their motorhomes using different chassis. Most diesel motorhomes are built using either a Spartan or Freightliner chassis. We will initially design and manufacture our Auto Brake to be compatible with these two chassis brands. At a later date we will decide what other chassis brands we should design and manufacture the Auto Brake for. We have yet to fully test the Auto Brake and will need to raise capital to prove the Auto Brake’s design.
Each Auto Brake will be delivered with a diagram showing the wiring schematics for the chassis of the customer’s RV. There are four wires for the Auto Brake: two red, one purple and one black. Below is a sample of instructions detailing installation:
1) Locate the 12 volt wire feeding the power to the factory installed auxiliary brake switch. Cut the wire. Splice one of the red wires from the Auto Brake control box with the power wire that you cut. Splice the other red wire from the Auto Brake control box with the other cut end.
2) Locate the brake light switch. The brake light switch is usually located under the driver’s side dash area. Connect the purple wire from the Auto Brake control box with the power wire for the brake light switch.
3) Connect the black wire (the ground) to any good ground location.
We intend to buy the parts to manufacture each Auto Brake in the US. We intend to manufacturer the Auto Brake at a location in Salt Lake City, Utah. The only part of the Auto Brake that will need to be custom fabricated is the main box or the “brain.” We will paint each box at our facility and label it with our sticker with our name and logo.
The Recreation Vehicle Industry Association (“RVIA”) is a national trade association representing recreational vehicle (“RV”) manufacturers and their component parts suppliers who together build more than ninety-eight (98%) percent of the RVs produced in the US. The RVIA estimated that there were 14,900 new motorhomes delivered in the US in 2008. Our Auto Brake will work with and be beneficial to more than half of those motorhomes, or 7,450 motorhomes. This does not include the thousands of motorhomes that are already on the road that could utilize an Auto Brake.
We intend to initially retail the Auto Brake for $179.95. Preliminary research for production and costs show that we will be able to manufacture the Auto Brake locally. The main box or “brain” of the Auto Brake will require custom fabrication. Based on non-firm conversations with local sheet metal fabricators it is believed we can have the main box manufactured locally for $26 (estimate is based on 1,000 boxes in order to maximize profit margin due to the discount in price per unit on larger orders). Additional costs would include paint (inclusive of labor and materials): $3, wiring: $3, solder: $1, RVPlus sticker: $1.20, packaging: $2.25 and labor: $20. Total production costs would be approximately $56.45 allowing for a profit of $123.50 per unit. We are not aware of any competition for our Auto Brake in the marketplace today.
Our Air Brake Safety Lock is designed to prevent the parking brake on a vehicle with air brakes from being disengaged accidently which could cause a motorhome to roll away with potentially disastrous consequences. A spring parking brake works by pulling up or out to activate and push in to de-activate. Our Air Brake Safety Lock would hold the release in an outward position by filling the space and preventing disengagement by accident, by a pet, children etc. This product could also be used by semi truck drivers, fire trucks, school buses and city buses, as they all use either a 7/8" stem or a 1 and 1/4" stem.
Most motorhomes with air brakes have the spring parking brake release located on the driver’s side control panel. Some are located on the dash. They are designed to be easily activated and de-activated, and are within reach of the driver. Most motorhomes that require air brakes weigh in excess of 30,000lbs and the spring brake parking brake is the only brake that is holding the motorhome stationary when parked.
Our Air Brake Safety Lock is made from plastic with a metal spring device that wraps around the base of the spring brake release that prevents it from being pressed down and releasing the parking brake accidently. Each Air Brake Safety Lock will weigh approximately 100 grams and will be approximately 7/8" or 1-1/4" long by 2.5" wide at its widest point. It is applied or removed by squeezing a spring together.
We believe that we can manufacture this product inexpensively, as it is small and simple design. We plan to have the Air Brake Safety Lock manufactured in China and shipped to the United States to reduce costs. We have no firm quotes, but have spoken to potential manufacturers for this product that are based in China and believe that we can have this product manufactured inexpensively. Preliminary estimates to manufacture our Air Brake Safety Lock range depending on the quantity that we order. If we order 10,000 we anticipate the cost would be approximately $1.75 each. If we were to order 50,000 or more we anticipate the cost would be $1.25 each. Based on ordering 10,000 units per order the cost of shipping from Shanghai, China to Salt Lake City, UT would be $2,700 (quote provided by COSCO Logistics (Americas), Inc. We will initially retail each unit for $14.95.
Our Jack Pads are rubber pads that are placed on the ground under the stabilizing jacks of an RV. Jack Pads are a necessary tool to prevent an RV’s stabilizing jacks from sinking into soft soils, sand or punching through asphalt. Jack Pads also offer increased stability. For years, many RV owners were used wood as pads to lower their leveling jacks on. Wood pads are known to crack, rot, they are heavy, difficult to store and cause splinters from handling. We designed leveling jack pads made from recycled tires and plastics which will offer a sturdier, lighter weight option. Industrial trucks with stabilizers have been using a similar design for years. Other companies manufacture and sell RV jack pads made from similar materials as our Jack Pads. We want to improve the design in several ways including adding a rope handle that can be used to carry the Jack Pads with and pull them from underneath the RV’s stabilizing jacks with an awning rod so RV owners do not have to bend down to pick them up. We would also like to offer attractive color choices and market them in a strong polyester storage bag.
We believe the materials that we are focused on could provide enough strength while being only one inch thick. The dimensions will be 12" by 12" by 1" thick. In storage, all four Jack Pads could take up less space than just one jack pad made from wood. We would like to have our RV Jack Pads manufactured in China to reduce production costs. Our jack pads would be manufactured from recycled materials and have been proven by industrial applications for many years.
There are many competitors that have designed and are currently marketing jack pads similar to our Jack Pads. We believe that we can manufacture them inexpensively and could encourage customers who have purchased our other products to purchase them as an add-on to their order. We plan to focus on a pay-per-click ad campaign on internet RV chat forums for exposure. We estimate that we will sell our Jack Pad for $89.95 per set. We have no firm quotes, but have spoken to the same manufacturers we spoke to regarding manufacturing of the Air Brake Safety Lock. We anticipate we could have 10,000 Jack Pads manufactured in China for $6.15 each. A shipping quote provided by COSCO Logistics, (Americas), Inc. was $3,800 for a total cost of $6.50 each. We will initially retail the Jack Pads for $89.95.
We are aware that there are many competitors for this product in the marketplace today. Some of these competitors are well established companies that are recognized in the industry and have a loyal following customer base that trusts the products that they sell. However, we believe that we can sell our products with competitive pricing and aggressive marketing/advertising.
Marketing Strategy
We believe that the proper marketing of our products is critical to our success. We plan to take a hands-on, proactive approach to marketing our products. Initially, we will have a limited advertising budget. If we fail to create sufficient customer orders from our limited budget, we could be in danger of going out of business or be in need of immediate additional financing.
As previously stated, the domain for the website will be “rvplusonline.com.” Hosting for the website will be obtained through an online provider, such as bluehost.com or godaddy.com for a monthly fee not to exceed $100 per month. An investment of $100 a month will ensure a designated server to allow quick page load times and all server-related support, including the backup of files and one-on-one customer support.
The design of the website will be free from clutter with clear headers directing the consumer to the type of product for purchase. The template for the site can be found at http://www.litecommerce.com/store/main (“LiteCommerce”). Changes will be made to the color, images, and product selection but the site design will be similar. An employee of RVPlus may be able to accomplish the simple changes mentioned above without any training or additional cost. If the customization desired is not available, a web consultant, paid an hourly wage not to exceed thirty dollars ($30), per hour, will be hired to make the changes ($30 has been found to be reasonable after contacting various website consultants). If we do hire a web design professional for help with our website, the time spent on the changes above will not exceed 20 hours for a total cost not to exceed $600.
The implementation of e-commerce will be achieved through free software provided by LiteCommerce. The software that drives e-commerce is readily available and free. In order to implement a website nearly identical to LiteCommerce, the only requirement is the purchase of LiteCommerce software and the purchase of SSL certificates. The purchase of LiteCommerce will provide all required software and virtual shopping cart technology required to have a fully operative e-commerce presence. SSL certificates are required for secure customer purchases. The total cost for the LiteCommerce software and the appropriate SSL certificate will not exceed $750.
Pay-per-click advertising is widely available through major providers such as Google. For search engine optimization, RVPlus will choose the words and phrases to be associated with our banners and advertisements so that when a person searches for something via an internet search engine such as Google, our ad would appear on the results page. For instance, a Google search of “RV jack pads” could be associated with our ads so that our banner would appear on the search results page. The cost for the campaign is flexible. We can to choose the cost for each click (the higher the cost the better placement of our banners and ads e.g. $.01-$.10), and we have the option to set a maximum daily amount, such as $100. RVPlus is only charged each time a person clicks an ad and visits our site. The initial pay-per-click advertising budget will be set $250 per month at $.10 per click (this would potentially send 2,500 people to our site for a reasonable cost) and will be adjusted appropriately in later months.
We are working on the design of an industry-related logo which is memorable and will be displayed on all of our products. We will place ads in the RV classified section of related trade papers and magazines. We have registered the domain name “rvplusonline.com.” We intend to build an e-commerce website designed to sell our products directly to the end-user. We plan to implement a link exchange program with other recreational vehicle websites. We will initiate a pay-per-click advertising campaign focused primarily on recreational vehicle online chat forums. We believe that our advertising campaign could be our best source for attracting customers to our website.
We also have plans to do road shows where we will visit as many new and used RV dealers as possible to introduce our products to dealers across the United States. We would like to showcase our products in the parts department of as many RV dealers as possible. We may alter our advertising strategy based on the results we receive from trying different strategies.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not applicable because we are a smaller reporting company.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Our principal executive office is located at ­­­­­­­­­­­­­­­­­4278 S. Chegwidden Lane, Taylorsville, UT 84123, and our telephone number is (801) 674-3757. Office space is provided by our President, Christopher M. Day, at no cost. Mr. Day owns the property on which the Company’s principal executive office is located.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
To the best of our knowledge, there is no material pending legal proceeding to which we are a party or of which any of our property is the subject.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is thinly traded on the OTC Bulletin Board system under the symbol “RVPL” since February 9, 2011. There is a very limited trading market for our Common Stock. The range of high and low closing prices for the period from February 9, 2011 to April 30, 2011 is not available because we had extremely limited trading during the covered period. The only trading occurred during the covered period is 20,000 shares traded at $0.25 per share on April 12, 2011. The source of this information is OTC Bulletin Board website. This quotation reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.
Stock Option Grants
We have no common stock subject to outstanding options or warrants to purchase, or securities convertible into.
Rule 144 Shares
As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons. There is no common stock being or has been publicly proposed to be, publicly offered by us, the offering of which could have a material effect on the market price of our common stock.
Holders
As of July 29, 2011, we had a total of 49 holders of our common stock, including the 5,000,000 restricted shares owned by our President, Mr. Day.
Dividends
To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock.
Securities Authorized for Issuance under Equity Compensation Plans
As of the date of filing, we have no compensation plans (including individual compensation arrangements) under which the Company’s equity securities are authorized for issuance.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable because we are a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
Limited Operating History
We are a development stage company with very limited operating history and we have not generated any revenue since inception. We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.
Plan of Operations
Our plan of business is to raise capital to further develop, test, manufacture, patent and market a number of products related to the recreational vehicle industry including: Class “A” diesel motorhomes, travel trailers and fifth wheels. Initially we are going to focus on three products that we have designed that are ready to develop when and if the company receives funding. We plan to sell RV products made by other manufacturers through our planned website. The marketing of other products made by other manufacturers is not part of our business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory.
Using an annualized figure of $24,500 for our costs, including professional and legal services (e.g. bookkeeping, audit costs, attorney fees, advertising and EDGAR services), costs are approximately $2,040 a month. Given the amount of cash currently on hand, we expect our current cash reserves to last for 6-7 months.
We do not have enough capital at this time to commence business operations or to plan a time frame for future operations. We do not have any additional financing lined up at this time and cannot begin to develop a plan for future operations unless we receives additional financing.
Results of Operations
We have not generated any revenue since inception. We have already incurred significant net losses of $59,692 for the period from inception to April 30, 2011. We anticipate continuing to incur losses in the foreseeable future.
Fiscal Year Ended April 30, 2011
For the fiscal year ended April 30, 2011, we did not generate any revenue. Total operating expenses for the period is $57,876, which results in a net loss of $57,876. Our operating expenses for the period consisted of $55,192 in professional fees, $1,699 in related party professional fees, and $985 for general and administrative expenses.
For the Period from Inception (January 29, 2010) through April 30, 2011
For the Period from Inception (January 29, 2010) through April 30, 2011, we did not generate any revenue. Total operating expenses for the period is $59,692, which results in a net loss of $59,692. Our operating expenses for the period consisted of $56,442 in professional fees, $1,699 in related party professional fees, and $1,551 for general and administrative expenses.
Capital Resources and Liquidity
As of April 30, 2011 we had $12,757cash on hand.
Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.
Using an annualized figure of $12,400 for our costs, including professional and legal services (e.g. bookkeeping, audit costs, attorney fees, transfer agent fee and EDGAR services), costs are approximately $1,033 a month. Given the amount of cash currently on hand, we expect our current cash reserves to last for 12 months.
We currently have no full-time employees and two part-time of employees who serve as our management team. Currently, our two part-time employees, also our directors and executive officers, devote approximately 10-20 hours per week to the company and will continue to dedicate that amount of time until such a time when they deem it is necessary to contribute more.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities known as ‘‘Special Purposes Entities.’’
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, we utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments, giving appropriate consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to other companies in our industry. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and estimation, or are fundamentally important to our business.
Revenue Recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Net loss per common share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding as of January 31, 2011.
Recently Issued Accounting Pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
In April 2010, the FASB issued ASU No. 2010-13, “Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.
In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”), was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics. The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK
Not applicable because we are a smaller reporting company.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
RVPLUS INC.
April 30, 2011 and 2010
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
RVPLUS INC.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of RVPLUS INC., a development stage company, (the “Company”) as of April 30, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal year ended April 30, 2011, for the period from January 29, 2010 (inception) through April 30, 2010, and for the period from January 29, 2010 (inception) through April 30, 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 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 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 financial position of the Company as of April 30, 2011 and 2010 and the results of its operations and its cash flows for the fiscal year ended April 30, 2011, for the period from January 29, 2010 (inception) through April 30, 2010, and for the period from January 29, 2010 (inception) through April 30, 2011 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 3 to the financial statements, the Company had a deficit accumulated during the development stage at April 30, 2011 and had a net loss and net cash used in operating activities for the fiscal year then ended, with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Li & Company, PC
Li & Company, PC
Skillman, New Jersey
July 29, 2011
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RVPLUS INC.
( A Development Stage Company)
Balance Sheets
See accompanying notes to the financial statements.
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RVPLUS INC.
(A Development Stage Company)
Statements of Operations
See accompanying notes to the financial statements.
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RVPLUS INC.
( A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Period from January 29, 2010 (Inception) through April 30, 2011
See accompanying notes to the financial statements.
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RVPLUS INC.
( A Development Stage Company)
Statements of Cash Flows
See accompanying notes to the financial statements.
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RVPLUS INC.
(A Development Stage Company)
April 30, 2011 and 2010
Notes to the Financial Statements
NOTE 1 - ORGANIZATION
RVPLUS INC. a development stage company, (the “Company”), was incorporated on January 29, 2010 under the laws of the State of Delaware. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company plans to develop, manufacture and market products related to the recreational vehicle industry.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Development stage company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; and the assumption that the Company is a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from these estimates.
Fair value of financial instruments measured on a recurring basis
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.
Fiscal year end
The Company elected April 30 as its fiscal year end upon its formation.
Cash equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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Commitment and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income taxes
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
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Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period.
There were no potentially dilutive shares outstanding for the fiscal year ended April 30, 2011 or for the period from January 29, 2010 (inception) through April 30, 2010.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
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In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3 - GOING CONCERN
As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $59,692 at April 30, 2011, a net loss of $57,876 and net cash used in operating activities of $31,077 for the fiscal year then ended, with no revenues earned during the period.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock
The Company was incorporated on January 29, 2010 at which time 5,000,000 shares of common stock were issued to the Company’s founder at $0.0001 per share, or $500 for repayment of expenses associated with the incorporation of the Company.
On April 20, 2010, the Company sold 4,200,000 shares of its common stock in a private placement at $0.01 per share to 41 individuals for $42,000.
On July 19, 2010, the Company sold 180,000 shares of its common stock in a private placement at $0.01 per share to 6 individuals for $1,800.
Capital contribution
In March, 2010, the majority stockholder of the Company contributed $100 as additional paid-capital.
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NOTE 5 - RELATED PARTY TRANSACTIONS
Free office space
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
Stock transfer agent services provided by a related party
A related party provided stock transfer agent services to the Company whereby the president of the Company is an officer. The Company accrued expense of $1,699 and $0 for the stock transfer agent services to the related party for the fiscal year ended April 30, 2011 and for the period from January 29, 2010 (inception) through April 30, 2010, respectively.
NOTE 6 - INCOME TAXES
Deferred tax assets
At April 30, 2011, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $59,692 that may be offset against future taxable income through 2031. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $20,295 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $20,295.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The valuation allowance increased approximately $19,678 and 617 for the fiscal year ended April 30, 2011 and for the period from January 29, 2010 (inception) through April 30, 2010, respectively.
Components of deferred tax assets at April 30, 2011 and 2010 are as follows:
Income taxes in the statements of operations
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
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NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.
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ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We do not presently intend to change accountant. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective as of April 30, 2011.
Management's Annual Report on Internal Control Over Financial Reporting.
As of April 30, 2011, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
o Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer who also serves as our principal accounting officer, Mr. Day concluded that, during the period covered by this report, such internal controls and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our President, Chief Executive Officer and Chief Financial Officer, in connection with the review of our financial statements as of April 30, 2011.
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Our management has begun evaluating remedies to reduce these deficiencies. However, we will not be able to implement any remedial measures, such as appointing independent members on our board of directors, until we have sufficient fund to do so.
Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended April 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the name and age of our officers and director as of April 31, 2011. Our executive officer is elected annually by our Board of Director. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.
Name
Age
Position
Christopher M. Day
President, Chief Executive Officer, Principal Accounting Officer, Chief Financial Officer, and Director
Jeffrey G. Lynds
Treasurer, Secretary
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years:
Mr. Christopher M. Day, President, Chief Executive Officer, Principal Accounting Officer, Chief Financial Officer, Director.
Christopher M. Day was born in Salt Lake City, UT on January 27, 1986 and currently resides there. Mr. Day has had an active interest in entrepreneurism since a very young age. Mr. Day’s first business experience came at the age of 13 when he independently taught himself website creation and design. Mr. Day built websites and contracted with advertising agencies that had an online presence and successfully generated income through “pay-per-click” programs.
Mr. Day’s ambition of entrepreneurism encouraged him to attend the University of Utah beginning in 2004. Mr. Day achieved an Associate’s Degree in Applied Science in 2006 and obtained a Bachelor’s Degree of Science in Business Administration in 2008.
Commencing in 2006 Mr. Day began working full time at American Registrar & Transfer Co. as an account manager, while continuing with night classes at the University of Utah. Following his graduation in 2008 he was made Vice President of American Registrar & Transfer Co. Mr. Day is currently employed by American Registrar & Transfer Co. and devotes approximately 25-30 hours per week there.
Mr. Day’s responsibilities at American Registrar & Transfer Co. consist of certain day-to-day activities such as the original issue of stock certificates, transfer of pre-existing stock certificates, and providing services by request on behalf of the companies for which American Registrar & Transfer Co. acts as stock transfer agent. Since his appointment as Vice President, much of his focus has shifted to implementing compliance policies and procedures with regard to changes in regulation as well as dealing with issues arising with current technological changes within the industry. Furthermore, Mr. Day has also been actively redefining American Registrar & Transfer Co.’s strategic plan in light of economic conditions and regulatory changes.
Mr. Jeffrey G. Lynds , Treasurer, Secretary.
Mr. Jeffrey G. Lynds, Esq. was born July 11, 1986 in Melbourne, Florida. As a teenager he relocated to Sandy, Utah and graduated from Alta High School in 2004. Following high school he was awarded the New Century Scholarship, and chose to attend the University of Utah. In just two years he received a Bachelor of Arts in Political Science.
After graduation, Mr. Lynds enrolled Villanova Law School and Business School located outside Philadelphia, Pennsylvania. He has received his Juris Doctorate in 2010, and his Master in Business Adminstration in 2011. Mr. Lynds is a member in good standing of both the Pennsylvania and New Jersey Bar Associations.
During his time at Villanova Mr. Lynds worked with NBA agent Andre Buck. In 2010, Mr. Lynds officially joined Arete Sports Agency as Director of Basketball Operations and General Counsel. In his time in the industry he has negotiated and modified playing contracts with various international teams, assisted in preparing clients for the NBA Draft, and developed processes for the company related to client recruiting and client development.
Mr. Lynds has been employed by the Company since our inception and also served as a director for a brief period of time, but resigned on February 25, 2010 (not as the result of any adverse circumstances with the company). Mr. Lynds currently serves as our Secretary and Treasurer.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Mr. Day has been the sole director since his appointment at the inception of the Company and will remain in office until the next annual meeting of our stockholders (or until a successor has been duly elected and qualified) or until he is removed in accordance with our bylaws. There are no agreements or understandings between Mr. Day and any other person pursuant to which Mr. Day was selected as a director or executive officer.
Family Relationships
There are no family relationships between our director and executive officer.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability of our director or executive officer.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with our director or executive officer.
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12, or who is a director or an officer of the issuer of such security, to file reports of ownership and changes in ownership with the SEC and are required to furnish us with copies of these reports. Based solely on our review of the reports filed with the SEC, we believe that all persons subject to Section 16(a) of the Exchange Act timely filed all required reports in 2010.
Code of Ethics
We are in the process of finalizing our code of ethics and as of the filing of this report we have not adopted a Code of Ethics that is applicable to our Chief Executive Officer and Chief Financial Officer.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended April 30, 2010 and April 30, 2011.
SUMMARY COMPENSATION TABLE
Narrative Disclosure to Summary Compensation Table
For the year ended April 30, 2010 and April 30, 2011, Mr. Day received no annual compensation.
Outstanding Equity Awards at Fiscal Year-End Table
There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table at the fiscal year-end on April 30, 2011.
Director Compensation
Our directors are permitted to receive fixed fees and other compensation for their services as directors. Our Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, Mr. Day, in his capacity as a director. We currently do not have an established policy to provide compensation to members of our Board of Directors for services rendered in that capacity. We plan to develop such a policy in the future.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of July 27, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.
(1) Based on 9,380,000 shares of common stock outstanding as of July 27, 2011
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Director Independence
Christopher M. Day, the sole member of our Board of Directors, is not independent using the definition of independence under the rules of the SEC. We have no independent directors nor have we formed any nominating, audit or compensation committees.
Related Transactions
Office space is provided by our President, Christopher M. Day, at no cost to us. Mr. Day owns the property on which the Company’s principal executive office is located and does not charge us rent.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees paid to Li & Company, PC
The following table shows the aggregate fees we paid for professional services provided to us by Li & Company, PC for 2011 and 2010:
Audit Fees
For the fiscal years ended April 30, 2011 and 2010, we paid approximately $7,250 and $5,750, respectively, for professional services rendered for the audit and review of our financial statements.
Audit Related Fees
There were no fees for audit related services for the years ended April 30, 2011 and 2010.
Tax Fees
For our fiscal years ended April 30, 2011 and 2010, we did not incur any tax fees for tax compliance, tax advice, and tax planning by Li & Company, PC.
All Other Fees
We did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended April 30, 2011 and 2010.
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board of Directors pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during 2011 were pre-approved by our Board of Directors. We do not have a record of the percentage of the above fees that were pre-approved in 2010. However, all of the above services in 2010 were reviewed and approved by our Board of Directors either before or after the respective services were rendered.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) Documents filed as part of this Annual Report.
1.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of April 30, 2011 and 2010
Consolidated Statements of Operations for the years ended April 30, 2011 and 2010
Consolidated Statements of Changes in Stockholders’ Equity for the years ended April 30, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended April 30, 2011 and 2010
Notes to Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits required to be filed by Item 601 of Regulation S-K
Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Christopher M. Day
President, Chief Executive Officer, Principal Accounting Officer,
Chief Financial Officer, and Director
July 29, 2011
EXHIBIT INDEX
*Filed as an exhibit to the Form S-1 Registration Statement filed on August 11, 2010.
**Filed herewith.