ITEM 1.BUSINESS
Cautionary Note
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2013. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance. We assume no obligation to update any forward-looking statements.
References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Ultimate "we," "our," and "us" refer to Ultimate Products Corporation Investors and security holders may obtain a free copy of the annual report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the annual report on Form 10-K and other documents filed by Ultimate with the sec may also be obtained from Ultimate Products Corporation By directing a request to Ultimate, Attention: George Vogelei, President and Chief Executive Officer, 530 Alameda Del Prado Suite 339, Novato Ca. 94949 telephone number (415) 608-7992.
General
UPC has yet to commence planned operations to any significant measure. The Company has had only limited start-up operations and has not generated any revenues. The Company believes that it will be able to implement the business plan and conduct business pursuant to the business plan for the next 12 months with an additional capital infusion of approximately $500,000. There is no assurance that the Company will be successful in raising the additional capital and if they are not successful in raising this additional capital, they will fail.
Since becoming incorporated, the Company has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Ultimate Products has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.
As of March 31, 2014, the date of the Company's last audited financial statements, UPC has raised $17,300 through the sale of common stock. There was $2 of cash on hand in the corporate bank accounts. UPC currently has $58,864 in liabilities. In addition, as of the date of this annual report, we have not yet generated or realized any revenues from our business operations.
Since our inception, we have been engaged in business planning activities including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our products and identifying future sources of capital. We have also submitted an application to register a trademark for the board product as “Ultimate Building Board ™”.
Currently, UPC has one Officer and Director. Our Officer and Director has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the Company. Other than the Officer/Director, there are no employees at the present time and there are no plans to hire employees during the next twelve months. The Company’s business address is 530 Alameda Del Prado, Suite 339, Novato, California 94949.
Ultimate Product’s fiscal year end is March 31.
Background
Ultimate Products Corporation (hereinafter referred to as “UPC” or the “Company”) a Nevada corporation and developmental stage company, has the business objective of developing, producing and distributing, a magnesium oxide board called “Ultimate Building Board ™” for use in a number of applications.
The Product
Magnesium oxide board or “Ultimate Building Board ™” is a factory-made, non-insulating sheathing board product. It can be used for a number of applications including wall and ceiling linings, fascias, soffits, tile backing and underlayment. It is made of magnesium oxide, and generally replaces drywall or cement board-but with much-improved characteristics such as fire resistance, weatherability, strength, and resistance to mold and mildew.
Ultimate Building Board ™ is available in many forms, and for building construction, comes in various thicknesses and sheet sizes. It also comes in various styles, such as smooth finishes, rough textures, and utility grades. It is white, beige or light gray in color.
Magnesium board is a non-nutrient to mold or fungus and does not support insect life. It provides superior moisture resistance in high-humidity areas and combats the growth of mold and mildew. It is waterproof and can be finished with any traditional drywall compound.
Ultimate Building Board ™ is a product that is easy to install; it is ‘worked’ like a combination of drywall and cement boards. It can be scored and snapped, although it is stronger than drywall and requires a bit more effort. It can be cut with a power saw, drilled-through and fastened like other similar boards.
Like any sheathing board, magnesium boards can absorb water but its performance will be unaffected. Thus, it can be used indoors and outdoors, and in damp locations, such as showers. However, if magnesium board is used outdoors in an exposed location, it needs some form of coating, such as paint. Magnesium board can be used structurally-as in shearing for walls-and also semi-structurally, such as an underlayment for flooring.
Applications
The product is a fire resistant, water resistant and high-impact construction panel that is well-suited for both interior and exterior sheathing applications. With its mold resistant, fire resistant and high impact properties, it can be used whenever there is a high value placed on a building’s contents and equipment or when health and safety concerns exist.
Applications include single-family homes, apartment complexes, commercial high-rise buildings, theaters, museums, schools, hospitals, retail, hotels, restaurants, nightclubs, airports, subway stations, tunnels, fire separations, etc.
In many applications, magnesium boards can be used in the same ways as gypsum and Portland cement sheathings. The substitution is not fully direct in terms of sheet thicknesses, fastening methods and joint treatments, but is very similar. There are multiple possible uses of magnesium board including:
·
Fire walls.
·
Partitions.
·
Structural sheathing for wood or metal stud walls.
·
Shower stalls tile backer board.
·
Facings for structural panels engineered to use magnesium board as the facing.
·
Shaft liners.
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Ceilings.
·
Soffits.
·
Fascia.
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Substrates for coatings and insulated systems (such as Direct-Applied Finish Systems, EIFS, and stucco).
Market and Competitive Business Conditions
The use of magnesium board is a new technology and process. Production and distribution of magnesium board is being expanded rapidly to meet the high demand around the world-including the potentially enormous North American construction market.
There are dozens of companies that make magnesium board, most of which are in Asia. There are several large producers, but most are small local manufacturers who serve a region. Some of the suppliers who have branded products in the US include Magnum Board, Dragonboard, Strong-Enviro Board, and MagBoard. All these suppliers import the boards from Asia.
The emerging magnesium board industry in the U.S. is well along in developing the necessary technical backup information to allow its use in our market. This includes basic documents like design data, structural and fire testing, installation standards, specifications and code approvals. Once this data is available, the market should develop quickly. However UPC cannot guarantee this will be the case.
From a production standpoint, the lack of raw magnesium from mines in North America from which to make the boards is a major factor in lack of production of the board in this country. Also, the labor intensiveness of the production process requires low cost labor. A significant portion of the cost of a sheet of magnesium board is getting it from the factory to the distributors, so low-FOB prices are essential. Virtually all magnesium board comes from overseas, and a significant portion of the cost can be in ocean shipping to get it to the North American seaports.
The building material distribution industry is replete with competition at all levels of expertise and ethical variances. By maintaining strong community ties and mandating the highest level of courtesy, personal service and ethical standards, UPC can gain and maintain a stellar reputation for honesty and customer loyalty, thereby insuring repeat business. Additionally, the Company will spend considerable efforts in developing customer relationships that insure repeat business for the non-consumable products offered by UPC.
Market Strategy
Currently magnesium board is available from several commercial distributors who have business alliances with the producers overseas. As with any new product, credibility of the manufacturer and quality of their product is a key to meeting job specifications and expanding the market. Accordingly, we will focus on quality control and insure that all the boards sold will meet the most rigorous standards.
The company believes that there is tremendous potential in industrial markets for magnesium based products and Ultimate Building Board ™ provides the next generation of building materials to the construction industry. Ultimate Building Board ™ is, made of mineral compounds and used in a broad range of building and construction applications, such as: single & multifamily housing, business offices, churches and medical facilities. The board has exceptional construction properties, such as: fire resistant, moisture resistant, mold & mildew resistant, insect resistant, and sound and heat insulation, that make it desirable as a replacement for; gypsum boards, cement boards, and plywood or wood laminates. It can be manufactured in wide range of widths, lengths, and thickness depending upon the building application and the architectural specifications and designs. And it can be manufactured in a wide range of colors, finishes, and textures, depending upon the application and the user’s specifications. Since magnesium oxide board has both fire-resistance and mold resistance characteristics the potential for use in industrial, commercial, medical and other facilities that must meet environmental and fire resistant standards simultaneously is growing. Magnesium board is already widely used in these types of structures outside the United States. Marketing the magnesium board in states like California, Texas and Florida that have a need for both the fire retardant qualities as well being environmentally friendly characteristics will provide the Company a large and concentrated market for its products. In medical facilities there is a need for strong fire-resistant materials that along with maintaining its strength over time also needs to have a strong anti-mold rating to maintain sterility in its environs. Ultimate Building Board ™ is designed to fulfill this critical need.
In commercial and industrial applications, magnesium board is an eco-friendly fire-resistant, sound dampening alternative to current gypsum based drywall. With increasing research into the potential health hazards of gypsum dust, magnesium board provides contractors with an environmentally friendly option that performs better over time and provides better insulation to buildings than drywall, which is most frequently used today. As green building requirements increase in both new commercial and residential construction projects, magnesium board will provide an appealing option for building contractors throughout the US.
Some of the initial focus will be in more progressive states such as California, Washington, Oregon, and Colorado which have been in the forefront of using “green” building materials. For example, there is legislation currently in the California State Assembly that, if passed, would require that all new public buildings in California be constructed “green” using the LEEDS rating system. Marketing magnesium board in states that have traditionally set trends for the rest of the nation on environmental and safety issues can serve as a springboard for marketing campaigns in other states.
Need For Government Approval
There are no known requirements for any governmental approval or licenses other than the possibility of local business licenses and individual shipment customs requirements.
Number of Total Employees and Number of Full Time Employees
UPC is currently in the development stage. During this development period, UPC plans to rely exclusively on the services of George Vogelei, the sole officer and director, to establish business operations and perform or supervise the minimal services required at this time. UPC believes that its operations are currently on a small scale that is manageable by one individual. There are no full or part-time employees. Mr. Vogelei’s responsibilities are mainly administrative at this time, as the Company’s operations are minimal.
Employment Agreements
There are currently no employment agreements and none are anticipated to be entered into within the next twelve months.
Board Committees
UPC has not yet implemented any board committees as of the date of this report.
Directors
The maximum number of directors UPC is authorized to have is seven (7). However, in no event may UPC have less than one director. Although the Company anticipates appointing additional directors, it has not identified any such persons.
Facilities
UPC’s business address is at 530 Alameda Del Prado, Suite 339, Novato, California 94949. Rent,, telephone services and storage are currently being provided free of charge by our President.
The Company’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. The Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
ITEM 1A.
ITEM 1A.RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 1B.
ITEM 1B.UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2.PROPERTIES
None.
ITEM 3.
ITEM 3.LEGAL PROCEEDINGS
We are not presently a party to any litigation.
ITEM 4.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter, there were no matters submitted to a vote of our shareholders.
PART II
ITEM 5.
ITEM 5.MARKET FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of the date of this annual report, there is no public market in Ultimate's common stock. The current 15 (c) 211 filing with the Financial Industry Regulatory Authority (FINRA) by the company is a step toward creating a public market for ultimate stock, which may enhance the liquidity of ultimate shares. However, there can be no assurance that a meaningful trading market will develop. Ultimate and its management make no representation about the present or future value of Ultimate common stock.
As of the date of this report;
1.
There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Ultimate;
2.
There are currently 5,245,535 shares of Ultimate common stock held by Thirty Two (32) shareholders. Its sole officer and director George Vogelei, controls 2,500,000 shares, while three (3) non-affiliates own 235,000 shares and one shareholder, Gary Leonard, who is an affiliate due to the size of its holdings, has 2,500,000 shares of our common stock that are eligible to be sold pursuant to Rule 144 under the Securities Act;
3.
Other than the initial registered stock, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.
All of the presently outstanding shares of common stock issued to the initial shareholders (5,235,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
At the present time, the Company is not classified as a “shell company” under Rule 405 of the Securities Act. The Company believes that simply because it is small and has few assets and has had no revenues does not define Ultimate as a shell company. Our disclosures contained in our registration statement clearly state that we have a definite business plan and fully intend to implement that plan. In the event that either the SEC or the Financial Industry Regulatory Authority (FINRA) disagrees with our assessment, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
Holders of Common Stock
We had 32 shareholders of record of 5,245,535 shares of our common stock as of March 31, 2014.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity compensation plans and, accordingly, we have no shares authorized for issuance under an equity compensation plan.
ITEM 6.
ITEM 6.SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 7.
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This section of this annual report on Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
Trends Affecting Our Business
We do not recognize any trends which will affect our business. While it appears that we are in a worldwide recession, the demand for new construction and renovation will continue as the world's population continues to expand.
Plan of Operation For The Next Twelve Months
Unless we raise additional capital through the sale of common stock in subsequent private placements, we do not plan to spend any funds on the research and development. Instead, we intend to work with what we have, and focus our efforts on acquiring board production from China in order to increase revenues. In this scenario, our officers intend to focus their efforts on raising additional capital to finance inventory and sales activities.
Results of Operations
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. Ultimate was incorporated in the State of Nevada on June 29, 2007.
Readers will note that Ultimate has raised a total of approximately $17,300 from the sale of its common stock. As of March 31, 2014, Ultimate had a cash balance of $2, with liabilities of $57,664. The Company will be required to raise additional funds in order to pay the fees associated with maintaining its status as a reporting company, as defined under the Securities Act of 1934 and fund the above costs associated with its business strategy. The Company will need to raise a minimum of $30,000 over the course of the next twelve months in order to cover expenses related to maintaining its status as a reporting company (legal, auditing, and filing fees) estimated at $25,000 and $6,000 to cover additional working capital associated with maintaining the Company’s capital raising efforts and general corporate expenses. There is no assurance we will receive the required financing to complete our business strategies. Even if we are successful in raising additional capital, we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We have generated limited revenues from operations. Primarily this is as a result of not devoting full time to our operations. Our officers and directors have other occupations to which they devote significant time. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we have to attract customers to our innovative product during an economic slowdown that has affected housing starts worldwide to become profitable and competitive. In addition, we will be required to secure funding for inventory and marketing efforts. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Our auditors have issued a going concern opinion. This means that there is substantial uncertainty that we will continue operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Liquidity and Capital Resources
Since inception, we have issued 5,245,535 shares of our common stock as of the date of this annual report and received cash from all sources of $77,039.
We have generated no revenues from sales. We expect to obtain capital through the sale of our common stock. Revenue from the sale of our product, capital raised from the sale of common stock, and shareholder loans are our only anticipated sources of additional capital. We have not determined the amount of money, if any, we will raise from the sale of our common stock during the next fiscal year.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of the 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 amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to revenue recognition, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.
Revenue recognition
For the fiscal year ended March 31, 2014, the Company did not realize any revenue from the sale of its products.
Impairment of long lived assets
Long-lived assets of the Company are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value has become impaired, in accordance with the guidance established in Statement of Financial Accounting Standards FASB ASC Topic 360, "Property, Plant and Equipment." An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis
Income taxes
The Company accounts for income taxes under the provisions of FASB ASC Topic 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
ITEM 7A.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 8.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ULTIMATE PRODUCTS CORPORATION
(A Development Stage Enterprise)
Financial Statements
For the Years Ended March 31, 2014 and 2013 and the
Period from February 15, 2008 (Inception) to March 31, 2014
Page
Report of Independent Registered Accounting Firm
Balance Sheets as of March 31, 2014 and 2013
Statements of Operations for the years ended March 31, 2014 and 2013 and the period of February 15, 2008 (Inception) to March 31, 2014
Statement of Changes in Stockholders’ Equity cumulative from February 15, 2008 (Inception) to March 31, 2014
Statements of Cash Flows for the years ended March 31, 2014 and 2013 and the period of February 15, 2008 (Inception) to March 31, 2014
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and shareholders of
Ultimate Products Corporation
Novato, CA
I have audited the accompanying balance sheets of Ultimate Products Corporation and its subsidiaries (the “Company”) as of March 31, 2014 and 2013 and the related statements of operations, stockholders’ deficit and cash flows for the years ended March 31, 2014 and 2013, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United State of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
My responsibility is to express an opinion on these consolidated financial statements based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were I engaged to perform, an audit of its internal control over financial reporting. my 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, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
Opinion
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2014 and 2013 and the consolidated results of its operations and its cash flows for the years ended March 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 of the accompanying consolidated financial statements, the Company has no revenues, has incurred losses since inception, and has a negative working capital balance at March 31, 2014, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Terry L. Johnson, CPA
Casselberry, Florida
June 24, 2014
ULTIMATE PRODUCTS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended March 31, 2014 and 2013 and the
Period of February 15, 2008 (Inception) to March 31, 2014
Note 1 - Nature of Business
Ultimate Products Corporation (“the Company”) was organized February 15, 2008 under the laws of the State of Nevada for the purpose developing, producing and distributing a magnesium oxide building board called “Ultimate Building Board’ for use in a number of applications including wall and ceiling applications. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC Topic 915, Development Stage Companies, it is considered a Development Stage Enterprise.
Note 2 - Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2014 or 2013.
Going concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company no material assets other than cash, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company is currently attempting to raise capital in order to initiate its business plan which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of this additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.
Share Based Expenses
The Company complies with FASB ASC Topic 718 Compensation-Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC Topic 718 upon formation of the company and expenses share based costs in the period incurred.
Recent Accounting Pronouncements
We evaluate recent accounting pronouncements as they are issued for applicability to the Company’s accounting practices. The application of recently issued accounting pronouncements do not apply to the Company’s current accounting policies.
ULTIMATE PRODUCTS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended March 31, 2014 and 2013 and the
Period of February 15, 2008 (Inception) to March 31, 2014
Note 3 - Stockholders’ Equity
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC Topic 260, Earnings Per Share. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. As of March 31, 2014 and 2013 and since inception, the Company had no dilutive potential common shares.
Note 4 - Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Pursuant to FASB ASC Topic 740, when it is more likely than not that a tax asset cannot be realized through future income, the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
Income tax provision at the federal statutory rate
34%
Effect of operating losses
(34%)
0%
Net deferred tax assets consist of the following:
The Company did not pay any income taxes during the years ended March 31, 2014 or 2013. These losses are available for future years and expire through 2033. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.
Note 5 - Related Party Transactions
The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.
Through March 31, 2014, the Company has received advances from shareholders in the amount of $56,864. These advances were used to pay for incorporation of Ultimate Products Corporation, the costs associated with the filing to register the Trademark, “Ultimate Building Board™” and professional fees incurred during the development stage resulting in a related party payable of $56,864 and $44,924 as of March 31, 2014 and 2013, respectively. These advances are non-interest bearing and due on demand and as such are reflected as current liabilities on the balance sheet. Interest has not been imputed due to the immaterial impact this would have on the financial statements as a whole.
Note 6 - Subsequent Events
The Company has evaluated all subsequent events through the date of this filing and determined there are none to disclose.
ITEM 9.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to March 31, 2014, included in this report have been audited by Terry L. Johnson, CPA, as set forth in this annual report.
ITEM 9A.
ITEM 9A.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our 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 the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2014. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of March 31, 2014, the Company’s internal control over financial reporting was effective based on those criteria.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our 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.
Changes in Internal Controls
There were no changes in our internal controls over financial reporting during the fiscal year ended March 31, 2014 that have materially affected, or are 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, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Officers and Directors
Our directors will serve until his/her successor is elected and qualified. Our officer is elected by the board of directors to a term of one (1) year and serves until his/her successor is duly elected and qualified, or until he/she is removed from office.
The names, addresses, ages and positions of our present officers and directors are set forth below:
Name
Age
Position
George Vogelei
Pres./Sec./Treas.
Garry Leonard
Control Person
The persons named above have held their offices/positions since our inception and is expected to hold their offices/positions until the next annual meeting of our stockholders.
Conflicts of Interest
There are no conflicts of interest. Further, we have not established any policies to deal with possible future conflicts of interest.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Involvement in Certain Legal Proceedings
Ultimate Products Corporation is not currently a party to any legal proceedings.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
ITEM 11.
ITEM 11.EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last two years through March 31, 2014, for our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.
Summary Compensation Table
Non-
Nonqualified
Equity
Deferred
All
Incentive
Compensa-
Other
Stock
Option
Plan
Tion
Compen-
Name and
Salary
Bonus
Awards
Awards
Compensation
Earnings
sation
Total
Principal Position
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
George Vogelei
President, Secretary
and Treasurer
Employment Agreements
We have no employment agreements.
Compensation of Directors
The following table sets forth the compensation paid to each of our directors in 2014. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named directors.
Director Compensation
Fees
Earned
Nonqualified
Or
Non-Equity
Deferred
Paid in
Stock
Option
Incentive Plan
Compensation
All Other
Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
George Vogelei
The sole director receives no compensation for attending the meetings of the board of directors. The board of directors met 4 times in fiscal year 2014.
Potential Payments Upon Termination or Change-in-Control
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.
Indemnification
The General Corporation Law of the State of Nevada, under which the Company is organized, permits the inclusion in the articles of incorporation of a corporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its stockholders by reason of their conduct as directors. The provision would not permit any limitation on, or the elimination of, liability of a director for disloyalty to his or her corporation or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under Nevada law. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by Nevada law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.
The articles of incorporation of the Company contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a stockholder is able to prosecute an action against a director for monetary damages only if he or she can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as referred to in the amendment, and not “negligence” or “gross negligence” in satisfying his or her duty of care. Nevada law applies only to claims against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity or to his or her responsibilities under any other law, such as the federal securities laws.
In addition, the Company’s articles of incorporation and bylaws provide that the Company will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise. The Company has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
No pending litigation or proceeding involving a director, officer, employee or other agent of the Company as to which indemnification is being sought exists, and the Company is not aware of any pending or threatened material litigation that may result in claims for indemnification by any director, officer, employee or other agent.
ITEM 12.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares. The following table provides the names and addresses of each person known to Ultimate Products Corporation to own more than 5% of the outstanding common stock as of March 31, 2010, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Title of Class
Name and Address
of Beneficial Owner
Amount of
Beneficial Ownership
Percent
of Class*
Common Stock
George Vogelei
2,500,000, shares
47.66%
Common Stock
Gary Leonard
2,500,000 shares
47.66%
TOTALS
5,000,000
95.32%
*The percent of class is based on 5,245,535 shares of common stock issued and outstanding as of March 31, 2014.
ITEM 13.
ITEM 13.CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any transaction that has or will materially affect us:
.The Officers and Directors;
.Any person proposed as a nominee for election as a director;
.Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
.Any relative or spouse of any of the foregoing persons who have the same house as such person.
On February 16, 2008 Ultimate Products Corporation issued 2,500,000 shares of Common stock to George Vogelei for $1,250.00 in cash and services. This value was determined as an arms length transaction between non-related parties.
On February 16, 2008 Ultimate Products Corporation issued 2,500,000 shares of Common stock to Gary Leonard for $1,250.00 in cash and services. This value was determined as an arms length transaction between non-related parties.
On February 16, 2008 Ultimate Products Corporation issued 87,535shares of Common stock to Bayside Group, LLC for $1,000 in future services. This value was determined as an arms length transaction between non-related parties.
Ultimate Products Corporation issued 87,535 shares of Common stock to Jameson Capital, LLC on February 16, 2008 for $1,000.00 in exchange for services to be rendered. This value was determined as an arms length transaction between non-related parties.
The Company, on February 16, 2008, issued 100,000 shares of Common stock to Ramsgate Group, Inc. for $1,150.00 in services to be rendered. This value was determined as an arms length transaction between non-related parties.
ITEM 14.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
(1)
Audit Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
$
2,800
Patrick Rodgers,CPA, PA
$
2,800
Patrick Rodgers,CPA, PA
(2)
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
$
Patrick Rodgers,CPA, PA
$
Patrick Rodgers,CPA, PA
(3)
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
$
Patrick Rodgers,CPA, PA
$
Patrick Rodgers,CPA, PA
(4)
All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
$
Patrick Rodgers,CPA, PA
$
Patrick Rodgers,CPA, PA
The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
PART IV
ITEM 15.
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit No.
Document Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 26th day of June, 2014.
ULTIMATE RESOURCES, INC.
BY:
/s/ George Vogelei
George Vogelei
President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.
Signature
Title
Date
/s/ George Vogelei
President, Principal Accounting Officer,
June 26, 2014
George Vogelei
Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director
EXHIBIT INDEX