Item 1. Business
Company Overview
We were incorporated as “Vortec Electronics, Inc.” in the State of Nevada on March 26, 2007. Our principal offices are located at No. 16D, Jalan 6/5 Taman Komersial Pandan Indah, Malaysia.
We are engaged in the business of designing, developing, manufacturing, and selling a fully automated frying wok, which will be used as an automatic fried rice cooker (the “Product”) specifically for commercial applications. We are currently testing and refining the prototype Product, which we have built in our facility in Shanghai, China. When we are satisfied that our Product provides the highest-quality of fried rice possible for the consumer, we will begin the manufacture and distribution of the Product to restaurants, dining halls, and grocery stores throughout mainland China.
Fried Rice
Fried rice (炒飯) is a popular component of Chinese cuisine. It originated as a homemade dish from China, made from cold leftover rice fried with other leftover ingredients. It is sometimes served as the penultimate dish in Chinese banquets (just before dessert).
There are dozens of varieties of fried rice, each with their own specific list of ingredients. In Asia, the more famous varieties include Yangchow (Yangzhou) and Fukien (Fujian) fried rice. In the West, Chinese restaurants catering to non-Chinese clientele have invented their own varieties of fried rice including egg fried rice, Singaporean (spicy) fried rice and the ubiquitous 'special fried rice'.
China is an industrialized nation with factories that supply products not only domestically, but internationally as well. Most factories are staffed by workers who have left the farm, figuratively and literally, within the last generation. They work and often live at the factory, traveling long distances to and from their homes if they don’t sleep at the factory. As a result, Chinese factories have large dining halls created to feed the hundreds or thousands of employees.
Because fried rice is such a staple of the Chinese diet, these dining halls cooks hundreds of pounds of fried rice daily. Restaurants and grocery stores similarly make enormous amounts of fried rice each day to feed those who work in the city in a factory or office that does not have a dining hall.
Fried rice made in these bulk quantities is generally cooked in an extra-large (larger than one meter in diameter), iron wok, heated by charcoal or heating oil. Because these materials don’t burn 100%, some of the byproducts of combustion float into the air and then drop on the food. Also, it is difficult to control the temperature of the wok, and cooks generally use their hands to stir the food, so the food is often not cooked evenly and issues of hygiene abound.
Typical fried rice found in Singapore
Ingredients used in fried rice are greatly varied. They include vegetables such as carrots, bean sprouts, celery, peas, and others, as well as chicken, pork (usually Char siu), shrimp, or tofu. Generally cooked in a wok, fried rice includes vegetable oil or animal fat to prevent sticking, as well as for flavor. Bits of egg provide color in many dishes. Chile pepper or hot sauces often add a piquant touch to this dish or are offered in a small dish on the side of the rice. Many cooks season the fried rice with black pepper. Soy sauce gives fried rice its brown color and savory taste. Often, onions and garlic add complexity and extra flavor. It is popularly eaten either as an accompaniment to another dish or, alternatively on its own as a course by itself. Popular garnishes include fried shallots, sprigs of parsley, carrots carved into intricate shapes or sliced chili sprinkled on top of the heaped rice. Many foodstands found on the streets across Southeast Asia will cook and serve fried rice on the spot.
Traditional Woks
The wok is a versatile round-bottomed cooking vessel originating in China. It is used especially in East and Southeast Asia, including Indonesia, Malaysia, and the Philippines. The word "wok" comes from the Cantonese Chinese word for the item, 鑊. Most Chinese families own at least one wok. It is most often used for stir frying, but can also be used many other ways, such as in steaming, deep frying, braising, stewing, or making soup.
Characteristics
The wok's most distinguishing feature is its shape. Classic woks have a rounded bottom, making them resemble a section of a sphere. Hand-hammered woks are sometimes flipped inside out after being shaped, giving the wok a gentle flare to the edge that makes it easier to push food up onto the sides of the wok. Woks sold in western countries are sometimes found with flat bottoms - this makes them more similar to a deep frying pan. The flat bottom allows the wok to be used on an electric stove, where a rounded wok would not be able to fully contact the stove's heating element.
Most woks range from 30 cm to 2 meters or more in diameter. Woks of 36 cm (14 inches) (suitable for a family of 3 or 4) are the most common, but home woks can be found as small as 20 cm (8") and as large as 91 cm (36"). Smaller woks are typically used for quick cooking techniques at high heat such as stir frying. Large woks over a meter wide are mainly used by restaurants or community kitchens for cooking rice or soup, or for boiling water.
Wok stoves
Woks by design are meant to be used over a pit-style stove, where the heat arising from the fuel is fully directed at the bottom of the wok, with no heat escaping around the edges. These pit stoves originally used wood or coal, but are now more typically a gas stove that has burners that are recessed below the stove's surface, to encompass the wok's shape. Curved grates on the stove provide stability to the curved wok. This allows foods to be stir-fried at a very high heat, sometimes hot enough to deform the woks themselves. Pit stoves are typically used by professional chefs in most Chinese restaurants, since they have the heating power to give food an alluring wok hei (unique wok flavor).
Woks, be they round or flat bottomed, do not generally work well for stir-frying or other quick cooking methods when used on an electric cooker. These stoves do not produce the large amounts of quick even heat required for stir-frying. However, it is possible to find round-shaped electric stove elements that will fit the curve of a wok, which allows the wok to be heated at its bottom along with part of its sides. A flat-bottomed wok may also work better on an electric stove.
Advantages
The main advantage of a wok is traditionally considered its curved concave shape. The shape produces a small, hot area at the bottom which allows some of the food to be seared by intense heat while using relatively little fuel. The large sloped sides also make it easier for chefs to employ the tossing cooking technique on solid and thick liquid food with less spillage and a greater margin of safety. Curved sides also allow a person to cook without having to "chase the food around the pan" since bite-sized or finely chopped stir-fry ingredients usually tumble back to the center of the wok when agitated.
The curve also provides a larger usable cooking surface versus western-styled pots and pans, which typically have vertical edges. This allows large pieces of food seared at the bottom of the wok to be pushed up the gently sloped sides to continue cooking at a slower rate. While this occurs another ingredient for the same dish needing high heat is being cooked at the bottom. These advantages of having a rounded bottom do not apply, however, to cooking fried rice as all the ingredients are cooked in the bottom of the pan.
Automatic Fried Rice Cooker
Because fried rice is such a staple of the Chinese diet, significant amounts of manpower are used in the preparation of this dish for millions of factory workers, as well as other urban dwellers, each day. Our Product will significantly reduce the amount of labor required to feed those in China and other countries that utilize fried rice to a substantial degree.
The most immediate application is in the feeding of China’s factory employees. For most, going home or eating out for lunch is impractical. Thus, most factories have cafeteria-style dining halls where they feed hundreds or thousands of employees, cooking hundreds of pounds of fried rice each day.
Restaurants and grocery stores similarly make enormous amounts of fried rice each day to feed those who work in the city in a factory or office that does not have a dining hall. Fried rice made in these bulk quantities is generally cooked in an extra-large (larger than one meter in diameter), iron wok, heated by charcoal or heating oil. Because these materials don’t burn 100%, some of the byproducts of combustion float into the air and then drop on the food. Also, it is difficult to control the temperature of the wok, and cooks generally use their hands to stir the food, so the food is often not cooked evenly and issues of hygiene abound. Our Product, the Automatic Wok or Automated Fried Rice Cooker, addresses all of these concerns associated with cooking large quantities of fried rice in traditional woks.
Our Product (see Figure 1) consists of a large (2 meter diameter) stainless steel pot (2) on a thermal transfer surface (1) sitting atop electric heating unit coils (8). A control panel (5) allows the user to control the temperature of the surface, adjust the speed of the stirrer, and time the entire process. The motor (4) atop the unit rotates the drive shaft (6) and ultimately the stirrer (7), which is uniquely shaped to ensure that the rice is cooked evenly and completely, even with the large batch sizes for which our Product was designed. The framework of the Product supports the top of the unit (3), along with the control panel and motor. This leaves all 360 degree access to the unit and the rice, which is being cooked inside. The entire unit is set atop four wheels (9), which allows cooks to pull the Product out for use and move it easily to a corner for storage when not in use.
To use our Product, a cook would heat the steel pot to cooking temperature and add approximately 500 ml of peanut oil - enough to coat the bottom of the pot. He would add up to 100 lbs of cooked rice and a commensurate amount of other ingredients (green onions, carrots, eggs, shrimp, beef, chicken, peas, bean sprouts, celery, tofu, etc.), depending upon the cook’s recipe. Then he need only wait until the unit’s timer sounds, notifying him that the dish is ready and that the heat has been automatically reduced from a frying temperature to a maintenance temperature. Servers can then portion out servings for up to 250 diners before repeating the process.
Concerns of hygiene are addressed as the unit’s stirrer mixes the dish, rather than the cook’s hand. The design of the stirrer ensures that ingredients are mixed properly and all come into contact with the heated, oil-covered surface equally. The powerful electric coils keep the surface of the pot at a high, constant temperature, eliminating the problem of hot and cold spots on the surface and in the rice. Finally, because the pot is heated by electric coils, there are no byproducts of combustion floating above and into the final product, which could affect the taste and safety of the final fried rice dish.
Figure 1.
1. Thermal Transfer Surface
2. Stainless Steel Pot
3. Unit Top
4. Motor
5. Control Panel
6. Drive Shaft
7. Stirrer
8. Electric Heating Unit Coils
9. Wheels
Competition
We face significant competition in the market for cooking apparatuses designed for the preparation of fried rice in China. Traditional woks have been used for thousands of years in China and surrounding countries. Such traditional devices, utilizing traditional methods, are widespread and universally accepted both culturally and practically. While we feel that our Product offers significant advantages, there is significant inertia in Chinese culture regarding a break from traditional methods of food preparation.
We compete with a number of established manufacturers, importers and distributors who sell traditional woks to restaurants, factory dining halls, grocery stores, and individual consumers. These companies enjoy brand recognition which exceeds that of our brand name. We compete with several manufacturers, importers and distributors who have significantly greater financial, distribution, advertising and marketing resources than we do. We compete primarily on the basis of innovation, practicality, quality, brand name recognition, and price.
We believe that our success will depend upon our ability to remain competitive in our product area. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.
Intellectual Property
While we have performed no intellectual property protection to date, we intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws, if applicable in the countries we conduct business, to protect our intellectual property, including product designs, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.
We are currently consulting with law firms to protect our brand name and product design. While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.
Regulatory Matters
We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development, manufacture, and sale of our product in China is not subject to special regulatory and/or supervisory requirements.
Employees
We have no other employees other than our officers and directors. If finances permit, however, we intend on employing sales representatives in Shanghai when our product is ready for production and shipping.
Subsidiaries
We do not currently have any subsidiaries.
Item 1A.
Item 1A. Risk Factors.
A smaller reporting company is not required to provide the information required by this Item.
Item 1B.
Item 1B. Unresolved Staff Comments
A smaller reporting company is not required to provide the information required by this Item.
Item 2.
Item 2. Properties
We maintain our corporate office at No. 16D, Jalan 6/5 Taman Komersial Pandan Indah, Malaysia. We have no materially important physical properties.
Item 3.
Item 3. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 4.
Item 4. (Removed and Reserved)
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “VOEL.OB.”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of April 30, 2011, we had 2,150,000 shares of our common stock issued and outstanding, held by 40 shareholders of record.
Dividends
The Company has not declared, or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future.
Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans.
Item 6.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Results of Operations for the Years Ended April 30, 2011 and 2010 and for the period from inception (March 27, 2007) to April 30, 2011
We generated no revenue for the period from inception (March 27, 2007) to April 30, 2011. We are a development stage company and do not yet have any products to sell.
Our operating expenses for the year ended April 30, 2011 consisted entirely of professional fees in the amount of $19,814, while our operating expenses for the year ended April 30, 2010 also consisted of professional fees but in the amount of $18,744. Our operating expenses for the period from inception (March 27, 2008) through April 30, 2011 consisted entirely of professional fees in the amount of $104,081.
We had a net loss of $19,814 for the year ended April 30, 2011, compared with a net loss of $18,744 for the year ended April 30, 2010, and a net loss of $104,081 for the period from inception (March 27, 2007) to April 30, 2011.
Liquidity and Capital Resources
As of April 30, 2011, we had total current assets of $0. Our total current liabilities as of April 30, 2011 were $61,081. Thus, we have a working capital deficit of $61,081 as of April 30, 2011.
Operating activities used $102,727 in cash for the period from inception (March 27, 2007) to April 30, 2011. Our net loss of $104,081 was the primary negative component of our operating cash flow, offset by $1,354 in accrued expenses. Cash flows provided by financing activities during the period from inception (March 27, 2007) to April 30, 2011 consisted of $102,727 as proceeds from the issuance of common stock in the amount of $43,000 and loans from our officer in the amount of $59,727.
The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Off Balance Sheet Arrangements
As of April 30, 2011, there were no off balance sheet arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 8.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements Required by Article 8 of Regulation S-X:
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Vortec Electronics, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheets of Vortec Electronics, Inc. (the “Company”) as of April 30, 2011 and 2010 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and the period from March 27, 2007 (Date of 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vortec Electronics, Inc. as of April 30, 2011 and 2010 and the results of its operations and its cash flows for the years then ended and the period from March 27, 2007 (Date of 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 7 to the financial statements, the Company has negative working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
Bingham Farms, Michigan
August 10, 2011
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (unaudited)
AS OF APRIL 30, 2011 AND APRIL 30, 2010
See accompanying notes to financial statements.
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
FOR THE YEAR ENDED APRIL 30, 2011 AND 2010
FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO APRIL 30, 2011
See accompanying notes to financial statements.
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO APRIL 30, 2011
See accompanying notes to financial statements.
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
FOR THE YEAR ENDED APRIL 30, 2011 AND 2010
FOR THE PERIOD FROM MARCH 27, 2007 (INCEPTION) TO APRIL 30, 2011
See accompanying notes to financial statements.
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Vortec Electronics, Inc. (“Vortec” and the “Company”) is a development stage company and was incorporated in Nevada on March 27, 2007. The Company is developing an automatic fried rice cooker. Vortec operates out of office space owned by a director and stockholder of the Company. The facilities are provided at no charge. There can be no assurances that the facilities will continue to be provided at no charge in the future.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2011 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2010 audited financial statements. The results of operations for the period ended April 30, 2011 is not necessarily indicative of the operating results for the full year.
Cash and Cash Equivalents
Vortec considers all highly liquid investments with maturities of three months or less to be cash equivalents. At April 30, 2011 and April 30, 2010, the Company had $-0- of cash.
Fair Value of Financial Instruments
Vortec’s financial instruments consist of cash and cash equivalents, accrued expenses, and an amoutn due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)
Basic loss per share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Vortec does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 - DUE TO OFFICER
The amount due to officer of $49,178 at April 30, 2011 consisted of amounts owed to an officer of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors for services rendered for periods ending on and prior to April 30, 2011. The amount is unsecured, due upon demand, and non-interest bearing.
NOTE 3 - INCOME TAXES
For the periods ended April 30, 2011, Vortec has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $94,000 at April 30, 2011, and will begin to expire in the year 2027.
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
VORTEC ELECTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2011
NOTE 4 - LIQUIDITY AND GOING CONCERN
Vortec has incurred losses since inception, has negative working capital, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Vortec to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Vortec neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 6 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to April 30, 2011 through August 10, 2011, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our sole chief executive officer and principal financial officer concluded that as of April 30, 2011, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.
Management’s Report on Internal Control Over Financial Reporting
Our company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) 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 statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Our Management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of April 30, 2011 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at April 30, 2011 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending February 28, 2012, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes in Internal Control Over Financial Reporting.
There were no changes in the Company’s internal control over financial reporting during the quarter ended April 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s 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 information sets forth the names of our current directors and executive officers, their ages as of April 30, 2011 and their present positions.
Set forth below is a brief description of the background and business experience of executive officers and directors.
Melissa Lopez. Melissa Lopez has been our President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director since our inception. Since May 2003, Miss Lopez has been a Business Development Manager of Pacific Consultants International Asia, Inc. Miss Lopez has an MBA from Jose Rizal University, and BS from Pamantasan ng Lungsod Ng Maynila.
Imelda Tin. Imelda Tin has been our Director since our inception. Since 2001, Miss Tin has been a corporate associate engineer of Thomson Corp. Miss Tin has an MS from De La Salle University and a BS from Philippine School of Business Administration (PSBA-Manila).
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Ms. Melissa Lopez, at the address appearing on the first page of this annual report.
Code of Ethics
April 30, 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
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended April 30, 2011 and 2010.
Narrative Disclosure to the Summary Compensation Table
Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of April 30, 2011.
Compensation of Directors
The table below summarizes all compensation of our directors as of April 30, 2011.
Narrative Disclosure to the Director Compensation Table
We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.
Stock Option Plans
We did not have a stock option plan in place as of April 30, 2011.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of April 30, 2011, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 2,150,000 Shares of Common Stock issued and outstanding as of April 30, 2011.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.
Item 14.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
PART IV
Item 15.
Item 15. Exhibits, Financial Statements Schedules
(a) Financial Statements and Schedules
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
(b) Exhibits
Exhibit Number Description
3.1 Articles of Incorporation, as amended (1)
3.2 Bylaws, as amended (1)
23.1 Consent of Silberstein Ungar, PLLC
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on June 22, 2007.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Vortec Electronics, Inc.
By: /s/ Melissa Lopez
Melissa Lopez
President, Secretary,
Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer, and Director
August 15, 2011
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By: /s/ Melissa Lopez
Melissa Lopez
President, Secretary,
Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer, and Director
August 15, 2011
By: /s/ Imelda Tin
Imelda Tin, Director
August 15, 2011