Item 1. Business
Overview
Secure Window Blinds, Inc. (“Secure Window Blinds” the “Company,” “we,” “us”) is a development stage company, incorporated on November 27, 2006, in the State of Nevada. The Company intends to offer a unique window blind system, which, in addition to all the utility of an ordinary venetian blind, it will also be a home security device by protecting and making any window impenetrable.
We are a development stage company and have not generated any sales to date. Our product is still in the development stage and is not yet ready for commercial sale. We plan to complete the development of our window blind within the next twelve months and begin recognizing revenue from the sale and distribution of our product thereafter.
The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities.
Our Product
Our planned window blind consist of series of horizontal stainless steel slats. The slats are shaped like the letter “S”, when viewed from the side. The curves on the top and the bottom are on opposite sides of the blind and along its entire length. The unique design allows the top curve of one slat to hook to the bottom curve of the lower slat interlocking the blinds together. The slats are multi-directional and can be used in a number of window designs. In the completely closed position, secure blinds can effectively eliminate all external light from entering into a room and when the slats are interlocked and put under tension, the blind will become a steel wall. The slats of the secure blinds can be adjusted to allow varying degrees of light into the room. Indeed, the whole blind can be tightly engaged or stacked to allow light to stream completely through the bare window area or opened in place like a conventional blind.
In order to obtain the tension to interlock the slats in the closed position, it will be necessary to pull the bottom rail down and lock it. There will also be a locking system on the sides. The secure blinds will run on steel tracks, attached to both sides of the window. When locking the blinds in the closing position, the side tracks will automatically lock the sides of the slats as well because both locking systems will be connected.
The device consists of a head rail made of steel that houses the mechanisms for positioning the slats and activating cords. The blind itself is made up of ladders, any number of our unique steel slats and a bottom rail that contains pins to hold the cords. A valance will cover the head rail to enhance its appearance. Due to the weight of its material, the blinds will have a pulley system which will make it easy to use by anyone.
Cords or wands can be used to open and close the secure blinds, change the position of the slats and control the tilting operation of the slats.
Secure blinds will be available in widths ranging from 12 to 96 inches and up to 120 inches in height. They will be offered in a large number of colors and with optional accessories and refinements, such as choice of valances, head rail types, ladders, wand or cord, left or right side controls, etc.
The secure blinds can also be motorized and controlled from a wall switch or keypad, remote control, a personal computer or even integrated with the alarm system. This eliminates the hazard of dangling cords.
The Market
The most common window coverings are made of vinyl, PVC, wood (or faux wood), bamboo and lightweight aluminum. They may be stained, painted, film-coated, or bare. Vinyl is the most versatile because it can be made stiff or flexible and in almost any size. It is an option for almost every type of blind.
Our product will compete with regular venetian blinds and will have the added feature of acting as a home security system giving our product an advantage in the market.
Patents
We are in the process of researching patent rights and at present we are not aware of anyone having any patents, trademarks and/or copyright protection for this or any similar product. Upon successful completion of the development of our product, we plan to apply for patent protection and/or copyright protection in the jurisdictions in which we conduct business and distribute our product.
- 3 -
Government Regulation and Supervision
We are subject to the laws and regulations of those jurisdictions in which we plan to sell our blinds which are generally applicable to business operations. These include business licensing requirements, income taxes and payroll taxes. In general, the sale of our product is not subject to special regulatory and/or supervisory requirements.
Employees
We have no employees other than our officer and director.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Item 1A.
Item 1A. Risk Factors
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 1B.
Item 1B. Unresolved Staff Comments
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2.
Item 2. Properties
We do not own any real estate or other properties. The Company’s office is located at 112 North Curry Street, Carson City NV 89703-4934. Our telephone number is (905) 732-3299
Item 3.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's shareholders during the fiscal year ended December 31, 2011.
PART II
Item 5.
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
As of December 31, 2011 the Company had thirty-two (32) active shareholders of record. The company has not paid cash dividends and has no outstanding options.
Item 6.
Item 6. Selected Financial Data
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 7.
Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.
This annual report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
- 4 -
Our auditor’s report on our December 31, 2011 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “December 31, 2011 Audited Financial Statements - Auditors Report.”
As of December 31, 2011, Secure Window Blinds had $2 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our secure window blind and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.
Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If Secure Window Blinds is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Secure Window Blinds having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Secure Window Blinds is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load.
If Secure Window Blinds cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Secure Window Blind's common stock would lose all of their investment.
The Company did not generate any revenue during the fiscal year ended December 31, 2011 and has not raised any revenue since inception.
Total operating expenses for the fiscal year ending December 31, 2011 were $18,249 resulting in an operating loss for the fiscal year of $18,249. The operating loss for the period is a result of professional fees in the amount of $16,000, office and general expenses in the amount of $2,249.
Total operating expense in the fiscal year ended December 31, 2010 were $19,650 resulting in net loss $19,650. The operating loss for the period is a result of professional fees in the amount of $18,138, office and general expenses in the amount of $1,152.
Since inception, total net loss is $84,483 and an operating loss is $83,863.
As of December 31, 2011 the President has advanced $26,342 to the Company. This amount is unsecured, non-interest bearing and with no set terms of repayment.
We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur product development, marketing and professional and administrative expenses as well expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all.
Plan of Operation
As our first activity we anticipate building a manual secure blind prototype that will demonstrate its features and functions. If sufficient financing is available we also plan to develop a motorized version of our window blind which could have the possibility of integration into home alarm and security systems. The cost of product development is estimated at $27,000
- 5 -
Once the prototypes have been built, we intend to arrange for a suitable location from which to manufacture our product and then purchase the necessary material and machinery to cut and paint the slats. The cost of the required machinery will be approximately $15,000
As part of our marketing campaign we plan to create an Internet website to showcase our products and establish a sales portal. The marking plan also includes contacting and negotiating exclusive partnerships with home security and insurance companies; attending trade shows; distributing flyers and placing advertisements in newspapers and magazines. This sales and marketing activity is anticipated to cost approximately $30,000.
We do not anticipate hiring any employees until the prototypes have been developed and the window blind has been made.
Off Balance Sheet Arrangements
The cost to maintain the Company and begin operations has been estimated at $72,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $15,000 over the same period. Our officer and director, Mr. Pizzacalla has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this undertaking. Management believes if the Company cannot raise sufficient revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company.
There are no other off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue or expenses and/or result of operations.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 8.
Item 8. Financial Statements and Supplementary Data
- 6 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Audited)
December 31, 2011
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
- 7 -
PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.comt
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Secure Window Blinds, Inc.
We have audited the accompanying balance sheets of Secure Window Blinds, Inc. (A Development Stage “Company”) as of December 31, 2011 and 2010 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended December 31, 2011 and 2010, and for the period from November 27, 2006 (inception) to December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secure Window Blinds, Inc. as of December 31, 2011 and 2010, and the result of its operations and its cash flows for the years then ended December 31, 2011 and 2010, and for the period from November 27, 2006 (inception) to December 31, 2011 in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/PLS CPA
____________________
PLS CPA, A Professional Corp.
April 16, 2012
San Diego, CA. 92111
Registered with the Public Company Accounting Oversight Board
- 8 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Audited)
Going Concern (Note 1)
_________________________
Directors
The accompanying notes are an integral part of these financial statements.
- 9 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Audited)
The accompanying notes are an integral part of these financial statements.
- 10 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM NOVEMBER 27, 2006 (INCEPTION) TO DECEMBER 31, 2011
(Audited)
The accompanying notes are an integral part of these financial statements.
- 11 -
SECURE WINDOW BLINDS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Audited)
SUPPLEMENTAL CASH FLOW INFORMATION
The accompanying notes are an integral part of these financial statements.
- 12 -
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Secure Window Blinds, Inc. (the “Company”) is a private company incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. The Company is in the initial development stage and was organized to engage in the business of producing a unique secure window blind. The fiscal year end of the Company is December 31.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $84,483. As at December 31, 2011, the Company has a working capital deficit of $58,983. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of December 31, 2011 the Company has issued 10,000,000 founders shares at $0.001 per share for net proceeds of $10,000 to the Company and 620,000 private placement shares at $0.025 per share for net proceeds of $15,500 to the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Segmented Reporting
FSAB ASC 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.
For the period ended December 31, 2011, all business operations took place in Ontario, Canada.
Comprehensive Loss
“Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates.
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
- 13 -
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loss per Common Share
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential ilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 income in the period that includes the date of enactment or substantive enactment.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current period presentation. These reclassifications had no effect on operating results or stockholders’ equity (deficit).
Stock-based Compensation
The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at December 31, 2011 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.
Recent Accounting Pronouncements
FASB ASC 105-10, Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 165, Subsequent Events (“SFAS 165”), issued May 28, 2009), which establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 105-10 (SFAS 165) is effective for interim or annual financial periods ending after June 15, 2009. The adoption of FASB ASC 105-10 (SFAS 165) did not have a material effect on the company’s financial position or results of operations.
FASB ASC 105-10-65, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”), issued June 2009), establishes the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP. The Codification
- 14 -
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements (continued)
is effective for interim and annual periods ending after September 15, 2009. The adoption of FASB ASC 105-10-65 (SFAS 168) did not have a material impact on the Company’s financial statements.
In September 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.
On February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic of the FASC to provide updates including: (1) requiring the company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the "Subsequent Events" topic to include the definition of "SEC filer" and exclude the definition of "Public entity"; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact the Company's results of operations of financial condition.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - STOCKHOLDERS’ EQUITY/DEFICIT
The Stockholders’ Equity/Deficit section of the Company contains the following classes of Capital Stock as of December 31, 2011.
-
Common stock $0.001 par value: 75,000,000 shares authorized: 10,620,000 shares issued and outstanding.
On December 15, 2006, the Company issued 7,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $7,000.
On May 12, 2008, the Company issued 3,000,000 common shares at $0.001 per share to the sole director and President of the Company for cash proceeds of $3,000.
From September to August, 2008, the Company issued 620,000 shares through private placements at $0.025 per share for net proceeds to the Company of $15,500.
NOTE 4 - RELATED PARTY TRANSACTIONS
On December 15, 2006 the Company issued 7,000,000 shares of common stock at $0.001 per share to its sole director and President of the Company for cash proceeds of $7,000. On May 12, 2008 the Company issued 3,000,000 shares of common stock at $0.001 per share to its sole director and President of the Company for cash proceeds of $3,000. As at December 31, 2011 the Company has a shareholders loan in the amount of $26,342 owed to the President of the Company. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.
NOTE 5 - INCOME TAXES
The Company has adopted the FASB for reporting purposed. As of December 31, 2011 the Company had net operating loss carry forwards of approximately $84,483 that may be available to reduce future years’ taxable income and will expire beginning in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which December arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carryforwards.
- 15 -
Item 9.
Item 9. Changes and Disagreements with Accounts on Accounting and Financial Disclosure
Our auditors are the firm of PLS CPA, A Professional Corporation, operating from their offices in San Diego, California. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.
Item 9A(T).
Item 10. Directors, Executive Officers and Corporate Governance
The name, address, age, and position of our present officer and director is set forth below:
Name and Address
Age
Position(s)
Anthony P. Pizzacalla
President, Secretary/ Treasurer, Chief Financial Officer
20 Dauphine Cresc.
and Chairman of the Board of Directors.
Welland, Ontario
Canada L3C 2T1
The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Directors receive no compensation for serving on the Board of Directors other than the reimbursement of reasonable expenses incurred.
Background of Officers and Directors
Anthony P. Pizzacalla retired in April of 2000, at which time he took a contract position with Pacific West Technologies Ltd., and later with Pacific Beer Equipment Ltd. The services he provides for these companies include: general accounting, purchasing (locate suppliers; negotiate prices and terms; issue purchase orders; follow up on deliveries; resolve disputes), weekly payroll, set up and maintain proper personnel records in accordance with regulations, government reporting (prepare and submit sales tax returns, employee deduction remittances and reports Workers Compensation Reports, and Statistics Canada reports), systems and procedures, computer programming and various special projects, as required, such as managing the recording of costs and the submission of claims for government programs offering grants for new product development.
- 17 -
Mr. Pizzacalla also has had previous experience in the: rubber and plastics; moulding and extruding; steel fabrication, machining and hydraulics; plastic moulding heat treating and metallurgy industries. Those companies for whom he worked ranged in size from 4 to 65 employees.
Mr Pizzacalla has been President of Secure Window Blinds since its inception in November, 2006 to present.
Mr. Pizzacalla is not a director of any other reporting company.
Significant Employees
The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.
Family Relations
There are no family relationships among the Directors and Officers of Secure Window Blinds, Inc.
Involvement in Legal Proceedings
No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. No executive Officer or Director of the Company is the subject of any pending legal proceedings. No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer or Director of any business.
Audit Committee
We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants.
Code of Ethics
As of December 31, 2011, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 11.
Item 11.
Executive Compensation.
Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.
There are no current employment agreements between the Company and its executive officer or director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters
The following table sets forth, as of December 31, 2011, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:
- 18 -
Title of Class
Name and Address of Beneficial Owner [1]
Amount and Nature of Beneficial Owner
Percent of Class
Common Stock
Anthony Pizzacalla
20 Dauphine Cres.
Welland, ON L3C 2T1
10,000,000
94%
All Officers and Directors as a Group (1 person)
10,000,000
94%
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.
The Company has no formal written employment agreement or other contracts with our current officer and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Pizzacalla anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.
Item 14.
Item 14.
Principal Accountant Fees and Services.
Audit Fee
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of our annual financial statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $10,000 for fiscal year ended 2011 and $10,000 for fiscal year ended 2010.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported above were $-0- for fiscal years ended 2011 and 2010.
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 were approximately $-0- for fiscal year ended 2011 and consisted of tax compliance services and $-0- for fiscal year ended 2010 and consisted of tax compliance services.
All Other Fees
There were no other aggregate fees billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above.
Our audit committee which consists of our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
23.1
Consent of Chang G. Park, CPA, PhD
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1
Section 1350 Certification of Chief Executive Officer
32.2
Section 1350 Certification of Chief Financial Officer **
*
Included in Exhibit 31.1
**
Included in Exhibit 32.1
- 19 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Secure Window Blinds, Inc.
BY:
/s/ Anthony Pizzacalla
Anthony Pizzacalla
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
Dated: April 16, 2012
- 20 -