Item 1.
BUSINESS
HPC POS System, Corp. (“HPC” or the “Company”) was founded as a New Jersey corporation on June 27, 1996 and became a corporation in the State of Nevada on June 15, 2007.
Merger
On August 7, 2009, HPC entered into a Share Exchange Agreement (the “Agreement”) among HPC and certain of its shareholders, House of Mohan Corporation (“Mohan”), a Delaware corporation incorporated in September 1995, and the shareholders of Mohan (the “Mohan Shareholders”). Pursuant to the terms of the Agreement, the Company agreed to issue to the Mohan Shareholders an aggregate of 142,950,000 restricted shares of its common stock in exchange for all of the issued and outstanding shares of Mohan. The closing of the Agreement was subject to the fulfillment of certain conditions, including, but not limited to the receipt of all requisite consents, waivers and approvals by the Company and Mohan. The transaction closed August 7, 2009.
In accordance with the Agreement, HPC issued an aggregate of 142,950,000 restricted shares of its common stock in order to acquire all of the issued and outstanding shares of Mohan. The issuance of such shares was exempt from registration in accordance with Section 4(2) of the Securities Act of 1933 as a transaction by an Issuer not involved in a public offering. The 142,950,000 shares of common stock issued to the shareholders of Mohan represented 93.46% of the Company’s outstanding shares of common stock following the completion of the transaction.
The Company’s shares were issued to Mohan shareholders based upon a pro-rata basis of their then ownership of Mohan shares. The 142,950,000 restricted shares of common stock were issued as follows:
Effective at the completion of the merger, the Company assigned and transferred to Mordechai Guttman, former President and principal stockholder of HPC, all of HPC’s rights, title and interest in and to HPC’s operating assets in exchange for which Mr. Guttman assumed HPC’s operating liabilities as defined in such Agreement. The operating liabilities excluded a $50,000 convertible note payable for legal services associated with the merger and activities leading up to the merger. Following the completion of the merger and transferal of HPC’s operating assets and liabilities, all of the Company’s operations consisted of the operations of Mohan.
The Company does business as the House of Mohan.
The Company is not aware of any arrangements which may, at a subsequent date, result in a change in control
Changes to the Board of Directors and Executive Officers
The Company’s two former officers and directors, Mordechai Guttman and Hana Goldhagen resigned from all officer and director positions with the Company effective as of the closing of the Agreement on August 7, 2009. Neither resignation was a result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices.
Immediately following the closing of the merger, our board of directors and executive team were reconstituted to consist of Melvin Coles as Chairman and sole Director, President and Chief Executive Officer, Bonnie Coles as Secretary and Deborah Colley as Treasurer. All three are siblings.
Directors of the Company hold office for one-year terms until the election and qualification of their successors. Officers are elected by the board of directors and serve at the discretion of the board.
Other Related Matters
Mohan incurred $50,000 of legal costs as part of the reverse merger/recapitalization transaction with HPC. HPC owed Gary B. Wolff, our outside counsel, $50,000 under a Convertible Promissory Note which bears interest at the rate of 2% per annum. Following negotiation between all parties, it was agreed for the note to be assigned to Mohan in satisfaction of its liability for legal services. The $50,000 legal expense was included in operating expenses during the fiscal year ended September 30, 2009.
On November 5, 2009, the holder of the Convertible Note assigned $12,500 of the principal balance to JW Financial LLC which converted that entire amount for 12,500,000 shares. On November 10, 2009, the holder of the Convertible Note converted $8,900 of the principal balance for 8,900,000 shares.
On May 3, 2011, the holder of the Convertible Note assigned $15,000 of the principal balance to KJC Consulting Inc., which converted that amount for 15,000,000 shares of the Company, which upon issuance, increased the total number of the Company’s outstanding shares from 174,350,000 to 189,350,000 and decreased principal amount of the Convertible Note to $13,600.
On November 28, 2011, the holder of the Convertible Note assigned $3,000 of the principal balance to Reliance Capital Group Corp. which converted that amount into 3,000,000 shares of the Company. Following this conversion, the balance of the Convertible Note is $10,600 convertible into 10,600,000 shares.
Accounting Treatment
As HPC did not have significant, meaningful operations prior to the merger, the transaction was treated as a recapitalization of Mohan, and accounted for on a historical cost basis for all periods presented. Moreover, the financial statements set forth in this report for all periods, prior to the recapitalization, are solely the financial statements of Mohan and the common stock of Mohan has been retroactively restated to give the effect to the exchange for HPC common stock.
Operations
Business - General
Mohan was founded and is managed day-to-day by Mr. Coles. Mohan’s Website is www.mohanincense.com.
Mohan is an incense distributing company. Incense, from the Latin word “incendere” which means "to burn") is composed of aromatic biotic materials, which release fragrant smoke when burned. The term incense refers to the substance itself, rather than to the odor that it produces. Many religious ceremonies and spiritual purificatory rites employ incense, a practice that persists to this day. Incense is also used in medicine and for its aesthetic value. The forms taken by incense have changed with advances in technology, differences in the underlying culture, and diversity in the reasons for burning or using it.
We currently operate in the United States only. Founded on September 5, 1995 in Delaware, Mohan is a leading distributor of pure charcoal incense hand rolled in the finest herbs, spices, oil, honey and sandalwood powder. Charcoal’s porous structure is a highly efficient agent for absorbing pure essential oils in the manufacturing of superior quality incense sticks Mohan is seeking to educate consumers about inferior incense products made of pig excrement or pork rinds, which when burned, may cause harm to one’s health. Mohan promotes the use of safe ingredients in the manufacturing of incense. Mohan distributes over 70 flavors, and to the best of our knowledge, is the first company to develop “designer” fragrances (type) like Paris Hilton, Joop, Jordan, Cool Water, Angel and others. Mohan’s signature fragrance is Khush a leading seller in the United States for the past ten years.
Mohan’s products are manufactured in India. Virtually all of Mohan’s sales are made through agreements with product distributors and not directly with retailers.
Mohan believes, although it has performed no formal study, that its products are ultimately sold in a market of over 200,000 retail stores on the East Coast of the United States. Mohan imports over 20 million sticks of incense per year. As previously indicated, Mohan utilizes master distributors rather than contract with each retail chain. Most items when imported and received are shipped directly to the master distributor, Price Master Corporation (“Price Master”). In some cases, the imported products go to a public warehouse prior to shipment to the master distributor.
Mohan’s principal vendors in India require payment either when products are shipped or when the product arrives at the dock in the United States. Payment is assured through letters of credit. Mohan is paid within 15 to 20 days of shipping a product to a distributor. Vendor invoices are denominated in United States dollars.
Recent Developments
Starting in October 2009, Mohan became heavily impacted by the tight credit environment and was unable to finance the purchase of inventory. As a result, Mohan had no sales during the first three fiscal quarters of the year ended September 30, 2010. In June 2010, Mohan obtained a $1,500,000 Revolving Loan and Security Agreement from Ashford Finance, LLC. The two-year agreement provides financing arrangements solely for the purchase of inventory. Its principal terms include:
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Interest due on loans under the agreement is equal to three percentage points above the prevailing prime lending rate, as defined, except that interest on loans will never be less than 5.5% per annum.
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An account management fee is charged equal to 3.25% per month of the face amount of each letter of credit or other financing issued to a Mohan vendor.
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Loans can be called on demand but, in any event, must be paid immediately upon receipt of proceeds from a customer to which financed inventory was shipped.
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Mohan has pledged substantially all of its tangible and intangible assets as collateral.
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Liabilities under the Revolving Loan and Security Agreement are guaranteed by Melvin Coles.
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The Company cannot issue new shares of common stock except to existing shareholders.
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The Company must pay the cost of insurance premiums covering balances outstanding to protect the lender against defaults and incurs numerous other fees.
At September 30, 2011, no amounts were outstanding under the line of credit.
In August and September 2011 the Company sold 300,000 shares of its common stock to three individuals for an aggregate of $25,000. It also issued 7,532,500 shares of its common stock to 11 individuals for services (of which three individuals receiving 3,500,000 shares involve individuals related to the Company’s President). The Company recorded expenses of $627,708 in connection with these issuances.
In October 2011 the Company sold 2,000,000 shares of its common stock to three individuals for an aggregate of $52,000. It also issued 350,000 shares of its common stock to three individual for services.
On January 4, 2012, we issued the following shares of restricted common stock:
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Melvin W. Coles, Chairman and President, received 31,467,500 shares for services. This issuance will be considered compensation of $1,101,363 and be recorded as an expense during the three months ending March 31, 2012.
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In April 2011 the Company entered into consulting agreements with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses. The Company issued 5,000,000 shares of common stock to satisfy a portion ($5,000) of a the liability accrued for these consulting services as of September 30, 2011. The issuance terms resulted in an issuance price of $.001 per share. The Company will record additional compensation expense of $170,000 during the three months ending March 31, 2012 in connection with the issuance of these shares.
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The Company issued an aggregate of 200,000 shares of common stock to two unrelated individuals for services and will record additional compensation expense of $7,000 during the three months ending March 31, 2012 in connection with the issuance of these shares.
Following the issuance of all the shares through February 8, 2012, there were 239,400,000 shares of common stock outstanding.
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Product Description
Mohan distributes over 70 flavors, designer scents, zodiac signs scents, and our pure line of charcoal and natural herb incense. Mohan believes our incense to be superior to the average incense on the market today. Mohan’s incenses are made of charcoal; a black porous carbonaceous material produced by the destructive distillation of wood and is used as a filter and absorbent. It is capable of catching fire yet burns slowly and is smokeless. Charcoal’s porous structure makes it a highly efficient agent for the absorption of pure essential oils in the manufacturing of superior top quality incense sticks. Charcoal is often used internally in capsule form for absorbing gas and filtering impurities. As a filter, charcoal is also used for water purification and the purification of factory produced air. Therefore, it may have medicinal properties and healing and curative traits. When charcoal is heated, as in the lighting of a stick of incense, charcoals’ absorptive property is by nature greatly increased making it even more ideal for the production of long lasting oil-based aromatic incense. It produces a lingering, environmentally safer atmosphere of powerful, yet non overwhelming fragrance experience.
Each of our 70 fragrances has been assigned a Universal Product Code (UPC) which is a barcode symbology (i.e., a specific type of barcode), that is widely used in Canada and the United States for tracking trade items in stores. The fragrances are briefly summarized as follows:
Mohan Incense Fragrance List
Designer (type) Fragrances
No permission is required for utilizing the term “Designer Type” fragrances on packages. The Designer fragrances are not endorsed by the designer names themselves; therefore, Mohan must put (type) on all packaging or whenever we use the designer names. That is an industry disclaimer.
Registered Trademarks
Mohan has over 30 Registered Trademarks (Active) as indicated below.
Strategic Marketing Plan/Strategy
The market for incense and oils has extended from the Eastern Culture, principally India, to the West over the past years. The use of incense dates back to biblical times and may have originated in Egypt, where the gums and resins of aromatic trees were imported from the Arabian and Somali coasts to be used in religious ceremonies. It was also used by the Pharaohs, not only to counteract unpleasant odors, but also to drive away demons and gratify the presence of the gods, as they believed.
Agribodies were used primarily in the Eastern Cultures in meditation, prayer, and for medicinal processes. The Western Culture has begun to adopt the use of these products for aesthetic as well as alleged medicinal and meditational use. Mohan has attempted to capitalize on the increasing demand by distributing designer scented incense to cater to the aesthetic fragrance and perfume market.
Mohan’s strategy in order to increase market share throughout the United States is through utilization of licensing of master distributors and regional distributors. Price Master is Mohan’s principal wholesale distributor. Price Master is a master distributor that distributes Mohan products to over 20,000 retailers, wholesalers and distributors throughout the east coast of the United States, primarily in Washington DC, New York, Virginia, Baltimore, Philadelphia, Delaware and North Carolina. Mohan has more recently entered into an agreement with Yemjada Corporation (“Yemjada”) based in Los Angeles, California, as a certified retail distributor for incense sales to retail chain outlets. Yemjada has presented the Mohan products to the board of 7 Eleven, and will begin an up to 900 store program for the California 7 Eleven stores and intends to roll out a nationwide strategy after the initial store program. The chart below illustrates the retail stores that are under the Yemjada distribution system although there can be no assurance as to which stores, if any, will carry Mohan’s products.
If orders were to increase significantly, we would need to obtain a source of financing or negotiate more extended terms with our vendor in order to service those orders. No guarantees can be given that we will be successful in that regard.
Distribution Agreements
Our problems obtaining financing for inventory purchases slowed down the implementation of our distribution agreements. Upon executing the Revolving Loan and Security Agreement, we started working with our principal distributor, Price Master Corporation, to obtain orders and plan deliveries.
1.
Master Wholesale Distribution Agreement - Price Master Corporation
On September 15, 2008 Mohan entered into a Master Wholesale Distributor Agreement (“Wholesale Agreement”) with Price Master as its exclusive master distributor under certain defined terms and conditions. Currently, this Wholesale Agreement provides for approximately 90% percent of Mohan revenue. To maintain exclusivity, Price Master must maintain order frequency of placing at least one 20 foot (600 cases) or 40 foot (40’) (1,200 cases) container order every 45 days during each calendar year.
The Wholesale Agreement is for a period of 36 months. However, Price Master has a right to terminate upon 90 days written notice without any reason. The Wholesale Agreement is not assignable absent Mohan’s discretionary consent and for a period of two years subsequent to termination provides for standard non-competitive clause.
2.
Retail Chain Store Distribution Agreement - Yemjada Corporation
On June 22, 2009 Mohan entered into a Retail Chain Store Distribution Agreement (“Retail Agreement”) with Yemjada for Yemjada to distribute Mohan’ incense products. The designated territories consist of the Western United States and Africa with Yemjada designated as the exclusive Retain Chain Store Distributor within such territories.
In order to maintain exclusivity, Yemjada is required to maintain order frequency of placing an order for a minimum of one 40 foot container every 30 to 45 days during each calendar year. Each 40 foot container consists of 1,200 cases of product with each case consisting of 40 units. Distributor prices per container approximate $290,000.
The Retail Agreement is for a term of 36 months and payment terms generally require 50 percent payment in advance with balance due upon delivery by Mohan to Yemjada or its designated customer. The Retail Agreement is not assignable absent Mohan’s discretionary consent and for a period of two years subsequent to termination provides for standard non-competitive clauses.
The implementation of many aspects of the Retail Agreement has been delayed for numerous reasons, including the need for Mohan to be able to finance vendor shipments. No assurances can be given as to the likely amounts of revenue or the timing of that revenue which will be realized by Mohan from the Retail Agreement.
Minority Owned Enterprise
Mohan has been designated as a minority-owned enterprise by the National Minority Supplier Diversity Council (NMSDC). A minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American. Ownership by minority individuals means the business is at least 51% owned by such individuals or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more such individuals. Further, the management and daily operations are controlled by those minority group members.
Mohan believes that it is the only certified minority owned manufacturer and distributor of pure charcoal incense and oils. The council certifies a company through due diligence questionnaire, interviews, site-visits and verification of business and market. Major corporations may do a guaranteed amount of business with minority-owned enterprises and this certification allows Mohan to be separate from competitors in certain respects.
Mohan has not aggressively marketed this designation and does not know how much, if any, of its revenues result from this designation.
Competition
There are numerous competitors most of whom may have more financial resources than we do. Mohan plans to compete through its agreements with major distributors, product design and price. Mohan utilizes natural charcoal incense. To the best of our knowledge, most of our competitors sell incense products made of pig excrement or pork rinds, which when burned, may cause harm to one’s health. Mohan has maintained its retail price although it believes its product to be superior in quality to the other products on the market. No assurances can be given as to the likelihood of our success.
Employees
At September 30, 2011, we had three employees. Mr. Coles devotes fulltime to us. Ms. Coles and Ms. Colley devote part-time to us. There are no written employment contracts or agreements. We use independent contractors to perform many of the tasks that we need to have done.
In April 2011 the Company entered into consulting agreements with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements, which can be terminated by the Company with a notice of three months, call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses. At September 30, 2011, the caption “Accrued Expenses” in the accompanying Balance Sheet includes $75,000 relating to these agreements. The related expenses are included in selling, general and administrative expenses.
Item 1A.
Item 1A.
RISK FACTORS
Risks Related to the Business
The auditors’ report financial statements as of and for the year ended September 30, 2011 contains an explanatory paragraph emphasizing that there is significant uncertainty about our ability to continue as a going concern which may make it more difficult for us to raise capital or other financing.
HPC had negative working capital and a net stockholders’ deficit at September 30, 2011. Our independent registered auditors indicated that there is significant uncertainty about our ability to continue as a going concern in an explanatory paragraph to their report on our financial statements for the fiscal year ended September 30, 2011 which may make it more difficult and expensive for us to raise capital.
If we are unable to generate revenue or obtain financing or if the financing we do obtain is insufficient to cover any operating losses we may incur, we may have to substantially curtail or terminate our operations.
Substantially all of our revenue was derived from sales to one unrelated company.
The wholesale distribution contract with Price Master Corporation will account for a very substantial portion of the Company's incense sales for the foreseeable future. Price Master Corporation can cancel our agreement with us by giving us notice of 90 days. If Price Master Corporation ceases to buy our products or substantially reduces its purchases of our products, we may be unable to continue operations.
The operations of the Company are and will continue to be completely dependent on the services of Melvin Coles. The loss of Mr. Coles’ services would cause major deterioration in our business operations.
The operations and business strategy of the Company are completely dependent upon the knowledge and contacts of Melvin Coles, our President. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason before we have hired additional personnel, our operations would deteriorate or fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this annual report.
We intend to acquire key-man life insurance on the life of Mr. Coles naming us as the beneficiary when and if we obtain the resources to do so and Mr. Coles is insurable at that time. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.
Melvin Coles, our chief executive and chief financial officer, has no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.
Melvin Coles has no meaningful financial reporting education or experience. He is and will remain heavily dependent on advisors and consultants. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.
We are subject to the periodic reporting requirements of the Securities Exchange Act of 1934 which requires us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We are required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel has to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.
We currently have only one full-time employee which is not a sufficient number of employees to segregate responsibilities. We may be unable to afford the cost of increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
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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 our limited resources and personnel, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president.
We have only one director, who is also our president and chairman. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. Our President has virtually total control over all corporate issues.
Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.
Risks Related to Our Common Stock
Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.
We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.
The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our Company.
Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company.
Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.
Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
Our Articles of Incorporation provide for indemnification of officers and directors at our expense and limit their liability. These provisions may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.
Our Articles of Incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us therefor, if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we 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 indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading, and even if quoted, it is likely to be subject to significant price fluctuations.
There is currently no established public market whatsoever for our securities. FINRA has assigned us a trading symbol (HPCS) which enables a market maker to quote the shares of our common stock on the OTCBB maintained by FINRA. However, there can be no assurances as to whether:
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any market for our shares will develop;
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the prices at which our common stock will trade; or
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the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.
Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.
The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA if and when we become current with our public filings and FINRA accepts our listing request as submitted by a broker dealer. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.
For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
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the basis on which the broker or dealer made the suitability determination, and
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, if they trade at all, will be subject to such penny stock rules for the foreseeable future, and our shareholders will, in all likelihood, find it difficult to sell their securities.
The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.
Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
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"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;
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Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
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Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
Investors may have difficulty in reselling their shares because of state Blue Sky laws.
Our common stock is currently not quoted on the OTCBB. No established market has ever developed for our common stock. If a market for our shares develops in the future, there are no assurances that it will be sustained.
The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having our shares available for trading on the OTCBB, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain
·
the names of issuers, officers, and directors,
·
an issuer's balance sheet, and
·
a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations
We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it generally unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Mergent, Inc., Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
We do not expect to pay cash dividends in the foreseeable future
We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
Because our director (one person - our president) is not an independent director, we do not currently have independent audit or compensation committees. As a result, our director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
Legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.
The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. We are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
Provisions of our Articles of Incorporation and Bylaws may delay or prevent a take-over that may not be in the best interests of our stockholders.
Provisions of our Articles of Incorporation and Bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.
For all of the foregoing reasons and others set forth herein, an investment in the Company’s securities in any market which may develop in the future involves a high degree of risk. Any person considering an investment in such securities should be aware of these and other risk factors set forth in this Form 10-K.
Item 1B.
Item 1B.
UNRESOLVED STAFF COMMENTS
None
Item 2.
Item 2.
PROPERTIES
Mr. Coles makes office space available to us at his home at 6409 Lake Meadow Drive, Burke, VA 22015 at no charge to us. Mr. Coles incurs no incremental costs on this space and considers his overall compensation to include coverage for it. There are no written lease agreements or ongoing commitments on the part of Mr. Coles.
Item 3.
Item 3.
LEGAL PROCEEDINGS
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
Item 4.
Item 4.
(REMOVED AND RESERVED)
Part II
Item 5.
Item 5.
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES
We became subject to Securities Exchange Act Reporting Requirements as of June 11, 2008.
The trading symbol for our common stock is HPCS. However, there is no, and there has never been, a trading market for the shares of our common stock.
We have never paid any cash dividends on shares of our common stock and do not anticipate that we will pay dividends in the foreseeable future. We intend to apply any earnings to fund the development of our business. The purchase of shares of common stock is inappropriate for investors seeking current or near term income.
As of the close of business on February 8, 2012, there were 239,400,000 shares issued and outstanding.
The Company has never repurchased any of its equity securities.
Item 6
Item 6
SELECTED FINANCIAL DATA
As a smaller reporting company, as defined by Rule 229.10(f)(1), we are 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
Note Regarding Forward-Looking Statements
Certain matters discussed in this annual report on Form 10-K are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:
·
our future operating results,
·
our business prospects,
·
our contractual arrangements and relationships with third parties,
·
the dependence of our future success on the general economy and its impact on the industry in which we are involved,
·
the adequacy of our cash resources and working capital, and
·
other factors identified in our filings with the SEC, press releases and other public communications.
These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-K. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
The following discussion and analysis provides information which the Company’s management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.
Operations
As HPC did not have significant, meaningful revenues prior to the merger, the transaction was treated as a recapitalization of Mohan, and accounted for on a historical cost basis for all periods presented. Moreover, the financial statements set forth in this report for all periods, prior to the recapitalization, are the financial statements of Mohan and the common stock of Mohan has been retroactively restated to give the effect to the exchange for HPC common stock.
Operations for the fiscal years ended September 30, 2011 and 2010
Our operations were as follows:
The Company’s revenues were severely impacted throughout most of the fiscal year ended September 30, 2010 because of the recession and tight credit conditions in the United States. In addition, the Company was adapting to dealing principally with Price Master Corporation as its principal distributor, and the Company's tight cash position limited its ability to import inventory products on a timely basis. Its vendors insist on being paid in full upon shipment of product. As a result there were severe inventory shortages in the last quarter of that fiscal year.
The Company imports all of its products from a manufacturer in India that demands an open letter-of-credit in its favor prior to shipment. The Company was unable to obtain financing for the purchase of inventory during the nine months ended June 30, 2010. As a result, total sales for that period were limited to $46,000, including no sales during the three months ended December 31, 2009. Upon signing a Revolving Credit Agreement, the Company was able to finance the purchase of inventory which permitted it to commence making shipments to Price Master Corporation at the end of September 2010. Most of the sales in 2011 ($553,500 or 84.3%) relate to one large shipment to Price Master Corporation. From a practical perspective, the Company can generally open a new letter-of-credit for a shipment of inventory from India only after the current shipment has been received and paid. The Company is attempting to locate financing that will permit it to obtain more shipments so that it can service additional customers.
Substantially all compensation was received by Mr. Coles, President. Mr. Coles does not receive a fixed salary. His compensation consists principally of the Company paying expenses and obligations on his behalf. These payments include reimbursement for amounts spent or incurred by Mr. Coles on our behalf. The amount and timing of payments are linked to the Company's cash position. No written arrangement exists.
Selling, general and administrative expenses increased for the fiscal year ended September 30, 2011 by $75,000 relating to consulting agreements that the Company entered into in April 2011 with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements, which can be terminated by the Company with a notice of three months, call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses. Also, in August and September 2011, the Company issued 7,532,500 shares of its common stock to 11 individuals for services (of which three individuals receiving 3,500,000 shares involve individuals related to the Company’s President). The Company recorded share based compensation in the amount of $627,708 for the year ended September 31, 2011 in connection with these issuances.
Other
As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below.
Liquidity
During most of the two fiscal years ended September 30, 2009 we did not have any credit facilities or other commitments for debt or equity financing. As a result, we began having more and more difficulty purchasing inventory to meet the needs of distribution agreements with Price Master Corporation and Yemjada Corporation. The situation worsened and, as a result, the Company had limited sales during the first three fiscal quarters of the year ended September 30, 2010.
In June 2010, the Company obtained a $1,500,000 Revolving Loan and Security Agreement from Ashford Finance, LLC. The two-year agreement provides financing arrangements solely for the purchase of inventory. Its principal terms include:
·
Interest due on loans under the agreement is equal to three percentage points above the prevailing prime lending rate, as defined, except that interest on loans will never be less than 5.5% per annum.
·
An account management fee is charged equal to 3.25% per month of the face amount of each letter of credit or other financing issued to a Company vendor.
·
Loans can be called on demand but, in any event, must be paid immediately upon receipt of proceeds from a customer to which financed inventory was shipped.
·
The Company has pledged substantially all of its tangible and intangible assets as collateral.
·
Liabilities under the Revolving Loan and Security Agreement are guaranteed by Melvin Coles.
·
The Company cannot issue new shares of common stock except to existing shareholders.
·
The Company must pay the cost of insurance premiums covering balances outstanding to protect the lender against defaults and incurs numerous other fees.
At September 30, 2011, there were no amounts outstanding under the line of credit. All amounts borrowed are paid in full when a shipment is received and delivered.
.
Upon executing the Revolving Loan and Security Agreement, we started working with and making shipments to one major distributor. All amounts outstanding under the Revolving Loan and Security Agreement are repaid when a shipment is received and paid for by the customer.
Before receiving the Revolving Credit Agreement, much of our operations were financed through noninterest-bearing loans from our President. As of September 30, 2011, all amounts owed under these loans had been repaid.
We are a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we became a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to our president if there is insufficient cash generated from operations to satisfy these costs.
The Company incurred $50,000 of legal costs as part of the reverse merger/recapitalization transaction with HPC. HPC owed Gary B. Wolff, our outside counsel, $50,000 under a Convertible Promissory Note (the “Note”) which bears interest at the rate of 2% per annum. Following negotiation between all parties, it was agreed for the note to be assigned to the Company in satisfaction of its liability for legal services. The $50,000 legal expense is included operating expenses during the fiscal year ended September 30, 2009.
On November 5, 2009, the holder of the Convertible Note assigned $12,500 of the principal balance to JW Financial LLC which converted that entire amount for 12,500,000 shares. On November 10, 2009, the holder of the Convertible Note converted $8,900 of the principal balance for 8,900,000 shares.
On May 3, 2011, the holder of the Convertible Note assigned $15,000 of the principal balance to KJC Consulting Inc., which converted that amount for 15,000,000 shares of the Company, which upon issuance, increased the total number of the Company’s outstanding shares from 174,350,000 to 189,350,000 and decreased principal amount of the Convertible Note to $13,600 as of September 30, 2011.
On November 28, 2011, the holder of the Convertible Note assigned $3,000 of the principal balance to Reliance Capital Group Corp. which converted that amount into 3,000,000 shares of the Company. Following this conversion, the balance of the Convertible Note is $10,600 convertible into 10,600,000 shares.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Critical Accounting Policies
The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.
Seasonality
We have not noted a significant seasonal impact in our business.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future
Item 7A.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 8.
Item 8.
FINANCIAL STATEMENTS
Our financial statements as of September 30, 2011 and 2010 and the fiscal years then ended start on page.
Item 9.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
Item 9A.
Item 9A.
CONTROLS AND PROCEDURES
Management’s Annual Report on Internal Control over Financial Reporting
Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
·
that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and
·
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.
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer (one person) has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and has concluded that based on this assessment, management has determined that the Company's internal control over financial reporting contained material weaknesses as of September 30, 2011 because of the Company’s lack of resources and the lack of financial and record-keeping experience and knowledge of officers as of that date. Improvements are planned and will be implemented when resources are available to do so.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
Improvements were designed in the Company’s internal control system which Management believes will result in the Company's internal control over financial reporting becoming effective. These changes will be implemented when resources are available to do so.
Item 9B
Item 9B
OTHER INFORMATION
No event occurred during the fourth quarter of the fiscal year ended September 30, 2011 that would have required disclosure in a report on Form 8-K except for the announcement of the resignation of Ricardo Richardson as an officer and director of the Company. There were no disagreements between Mr. Richardson and the Company, and he will continue to provide services to the Company as a consultant. These events are described elsewhere in this Annual Report on Form 10-K and were reported in a filing on Form 8-K.
PART III
Item 10.
Item 10.
DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
Board of Directors
Our management consists of:
Melvin W. Coles - founded and has been the chief executive officer of Mohan since 1995.
Bonnie Coles - has been Secretary of Mohan since 1999. Since 1999, Ms. Cole has been an Information Specialist/Researcher with the Business Enterprises Division of the Library of Congress located in Washington, D.C. Her duties include searching for rare books, old newspapers, law documents, motion picture film and historical manuscripts for patrons from around the world. Prior thereto, she worked as a Staff Assistant with the International Monetary Fund in Washington, D.C. from 1999 to present. Her duties included travel to over 10 countries to participate in economic missions in South America, the West Indies, Europe and the Russian republic. Ms. Coles, who devotes part-time to us as needed, graduated from George Washington University with a Master’s Degree in Education.
Deborah Colley - has been Treasurer of Mohan since 2005. She has been employed by the Federal government since 1984, and her career includes working at the 29th Area Support Group/21st Support Command in Kaiserslautern, Germany as the Director of Equal Employment Opportunity and Federal Women’s Program Manager and Executive Aide to the Commanding General of the North Atlantic Regional Medical Command and Walter Reed Army Medical Center, headquartered in Washington, DC. Ms. Colley, who devotes part-time to us as needed, holds a Master’s Degree in Human Development from George Washington University.
Ms. Coles and Ms. Colley are sisters of Mr. Coles.
The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. No officer or director has any prior history with a blank check company.
Possible Potential Conflicts
We were delisted from the OTCBB because of delinquent public filings and were relisted in December 2011. This report is being filed late. We do not know whether we will be successful in having our listing being maintained by FINRA for inclusion on the OTCBB.
No member of management is or will be required by us to work on a full time basis, although our president currently devotes fulltime to us. Accordingly, certain conflicts of interest may arise between us and our officer in that he may have other business interests in the future to which he devotes his attentions, and he may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through his exercise of such judgment as is consistent with his understanding of his fiduciary duties to us.
Currently we have four officers and one director (who is also our President) and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.
Board of Directors
All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our director’s term of office expires on September 30, 2012. All officers are appointed annually by the board of directors and, subject to existing employment agreements (of which there are currently none) and serve at the discretion of the board. Currently, our director receives no compensation for his role as director but may receive compensation for his role as officer.
If we have an even number of directors, tie votes on issues will be resolved in favor of the chairman’s vote.
Code of Business Conduct and Ethics
In September 2010 we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:
·
honest and ethical conduct,
·
full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,
·
compliance with applicable laws, rules and regulations,
·
the prompt reporting violation of the code, and
·
accountability for adherence to the code.
Involvement in Certain Legal Proceedings
During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of HPC/Mohan:
1.
had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he/she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing;
2.
was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him/her from or otherwise limiting his/her involvement in any of the following activities:
i.
acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.
engaging in any type of business practice; or
iii.
engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or
4.
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or
5.
was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, the HPC board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees.
All directors will be reimbursed by HPC for any expenses incurred in attending directors' meetings provided that HPC has the resources to pay these fees. HPC will consider applying for officers and directors liability insurance at such time when it has the resources to do so.
Stock Option Plan
Pursuant to a November 30, 2007 Board of Directors approval and subsequent stockholder approval, the Company adopted its 2007 Non-Statutory Stock Option Plan (the “Plan”) whereby it reserved for issuance up to 1,500,000 shares of its common stock to directors, officers, employees, consultants and professionals. The purpose of the Plan is to provide recipients with additional incentives by increasing their ownership interest in the Company. The Plan provides for the issuance of Non-Statutory Stock Options only, which are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, as amended. The Plan expires in 2017.
No options have been issued or are outstanding under the Plan.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
None of our employees are subject to a written employment agreement nor has any officer received a fixed cash salary since our founding.
The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods ended September 30, 2011 and 2010. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.
Mr. Coles does not receive a formal salary. His compensation consists principally of the Company paying expenses and obligations on his behalf. These payments include reimbursement for amounts spent or incurred by Mr. Coles on our behalf, including for the occasional purchase of inventory. The amount and timing of payments are linked to the Company's cash position. No written arrangement exists.
Outstanding Equity Awards at Fiscal Year End
There are no outstanding equity awards at September 30, 2011.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of September 30, 2011, we had 197,182,500 shares of common stock outstanding. The following table sets forth information known to us regarding beneficial ownership of our common stock as of September 30, 2011 by:
·
each person known or believed by us to own, directly or beneficially, more than 5% of our common stock,
·
each of our directors, and
·
all of our officers and directors as a group.
Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information furnished by the owners, have sole investment and voting power over the shares.
As of February 8, 2012, we had 239,400,000 shares of common stock issued and outstanding.
Shareholder Matters
As a Nevada corporation, we are subject to the Nevada Revised Statutes ("NRS" or "Nevada law"). Certain provisions of Nevada law create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.
Directors' Duties - Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection Amendments to Bylaws - Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.
Item 13.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On November 5, 2009, the holder of the Convertible Note assigned $12,500 of the principal balance to JW Financial LLC which converted that entire amount for 12,500,000 shares. On November 10, 2009, the holder of the Convertible Note converted $8,900 of the principal balance for 8,900,000 shares.
On May 3, 2011, the holder of the Convertible Note assigned $15,000 of the principal balance to KJC Consulting Inc., which converted that amount for 15,000,000 shares of the Company, which upon issuance, increased the total number of the Company’s outstanding shares from 174,350,000 to 189,350,000 and decreased principal amount of the Convertible Note to $13,600.
On November 28, 2011, the holder of the Convertible Note assigned $3,000 of the principal balance to Reliance Capital Group Corp. which converted that amount into 3,000,000 shares of the Company. Following this conversion, the balance of the Convertible Note is $10,600 convertible into 10,600,000 shares.
In April 2011 the Company entered into consulting agreements with Joel Stohlman and Ricardo Richardson (who resigned as an officer and director during the fiscal year ended September 30, 2011), who are each minority stockholders, calling for financial and marketing services. These agreements, which can be terminated by the Company with a notice of three months, call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses. At September 30, 2011, the caption “Accrued Expenses” in the accompanying Balance Sheet includes $75,000 relating to these agreements. The related expenses are included in Operating Expenses. On January 4, 2012, we issued 5,000,000 shares of common stock to these individuals to satisfy a portion ($5,000) of the accrued expenses due to them. The issuance terms resulted in an issuance price of $.001 per share. The Company will record additional compensation expense of $170,000 during the year ending September 30, 2012 in connection with the issuance of these shares.
On January 4, 2012, we issued 31,467,500 shares of common stock to Melvin W. Coles, Chairman and President, for services. This issuance will be considered compensation of $1,101,363 and be recorded as an expense during the three months ending March 31, 2012.
In April 2011 the Company entered into consulting agreements with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses.
Before receiving the Revolving Credit Agreement, much of our fiscal 2010 operations were financed through noninterest-bearing loans from our President. This amount was repaid during the fiscal year ended September 30, 2011.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not have an independent director as of September 30, 2010.
Item 14.
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided in connection with statutory and regulatory filings. Fees incurred were $21,500 and $0 for the years ended September 30, 2011 and 2010, respectively.
Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards and were not incurred for 2011 and 2010.
Tax Services Fees: Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. Tax fees were not incurred during the fiscal year ended September 30, 2011.
All Other Fees: Other fees, which were not incurred, would include fees for products and services other than the services reported above.
PART IV
Item 15.
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.
Exhibits
14.1
Code of Business Conduct and Ethics
31.1
Certification of Chief Executive Officer
31.2 Certification of Chief Executive Officer
b.
Financial Statement Schedules
None
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Melvin W. Coles
By: Melvin W. Coles
Title: President and Chief Executive Officer
Date: February 8, 2012
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS’ DEFICIT
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
HPC POS System, Corp.
dba House of Mohan
Washington, D.C.
We have audited the accompanying balance sheets of HPC POS System, Corp. (dba House of Mohan) as of September 30, 2011 and 2010 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended. 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HPC POS System, Corp. (dba House of Mohan) as of September 30, 2011 and 2010 and the results of its operations and its cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that HPC POS System, Corp. (dba House of Mohan) will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has limited financial resources, has negative working capital and a stockholders’ deficit all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ PMB Helin Donovan, LLP
PMB Helin Donovan, LLP
www.pmbhd.com
February 2, 2012
HPC POS SYSTEM, CORP.
(dba House of Mohan)
Balance Sheets
September 30, 2011 and 2010
See notes to financial statements.
HPC POS SYSTEM, CORP.
(dba House of Mohan)
Statements of Operations
For the Fiscal Years Ended September 30, 2011 and 2010
See accompanying notes to financial statements.
HPC POS SYSTEM, CORP.
(dba House of Mohan)
Statement of Stockholders’ Deficit
For the Two Fiscal Years Ended September 30, 2011
See accompanying notes to financial statements.
HPC POS SYSTEM, CORP.
(dba House of Mohan)
Statements of Cash Flows
For the Fiscal Years Ended September 30, 2011 and 2010
See accompanying notes to financial statements.
HPC POS SYSTEM, CORP.
(dba House of Mohan)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
HPC POS System, Corp. (“HPC” or the “Company”) was founded as a New Jersey corporation on June 27, 1996 and became a corporation in the State of Nevada on June 15, 2007. On August 7, 2009, HPC entered into a Share Exchange Agreement (the “Agreement”) among the Company and certain of its shareholders, House of Mohan Corporation (“Mohan”), a Delaware Corporation, and the shareholders of Mohan (the “Mohan Shareholders”). Pursuant to the terms of the Agreement, the Company agreed to issue to the Mohan Shareholders an aggregate of 142,950,000 restricted shares of its common stock in exchange for all of the issued and outstanding shares of Mohan. The closing of the Agreement was subject to the fulfillment of certain conditions, including, but not limited to the receipt of all requisite consents, waivers and approvals by the Company and Mohan. The transaction closed August 7, 2009.
Effective at the completion of the merger, the Company assigned and transferred to Mordechai Guttman, former President and principal stockholder of HPC, all of HPC’s rights, title and interest in and to HPC’s operating assets in exchange for which Mr. Guttman assumed HPC’s operating liabilities as defined in such Agreement. At that time, all of the Company’s operations consisted entirely of the operations of Mohan.
The merger was accounted for as a reverse acquisition and recapitalization of Mohan. Mohan is the acquirer for accounting and financial reporting purposes, and HPC is the issuer. Accordingly, Mohan's historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Operations reported prior to the merger date are solely those of Mohan. No HPC operating results from prior to the merger date are included. Earnings per share for the periods prior to the merger are retroactively restated to reflect the equivalent number of shares outstanding.
The Company does business under the name the House of Mohan and imports and distributes incense. Its products are acquired from India. All transactions between the Company and vendors in India are denominated in United States dollars.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Impairment of Long-lived Assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include security deposits, goodwill and furniture and fixtures, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
Fair value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at September 30, 2011 and 2010.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2011 or 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended September 30, 2011 or 2010.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
An allowance for doubtful accounts is applied to accounts receivable based upon historical experience. No allowance was considered necessary or provided as of September 30, 2011.
Income Taxes
Mohan had elected to be an S corporation for Federal income tax purposes from inception until following the completion of the merger with HPC on August 7, 2009. Under the tax rules for S corporations, principals are taxed separately on their distributive share of the corporation’s taxable income whether or not that income is actually distributed.
Mohan ceased being an S corporation following the completion of its merger with HPC on August 7, 2009. The Company now accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, Accounting for Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The Company will use the Black-Scholes option pricing model to calculate the fair value of stock-based awards if and when such awards are granted. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
Basic and Diluted Income (Loss) Per Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Shares issuable under an outstanding convertible note (see Note 5). were not included in the calculation of earnings per share because they would not have been dilutive.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.
Reclassifications
Certain items at September 30, 2010 and for the fiscal year then ended have been reclassified to conform with the current fiscal year’s presentation.
Recently Issued Accounting Standards
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN AND RECENT DEVELOPMENTS
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2011, the Company has limited financial resources, has not established a source of equity financing, has negative working capital and a stockholders’ deficit. These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.
In June 2010, the Company obtained a line of credit to purchase inventory for revenue transactions that are acceptable to the lender. Upon executing the Revolving Loan and Security Agreement, the Company started working with its distributors to obtain orders and plan deliveries. The Company hopes that these and other agreements will result in increased revenues and profits. However, it may need a source of capital or additional credit in order to finance the additional inventory levels needed to take advantage of the distribution agreements. However, the Company cannot predict the likelihood of it being successful in its efforts.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
NOTE 4 - REVOLVING LOAN AND SECURITY AGREEMENT
The line of credit is set forth in a $1,500,000 Revolving Loan and Security Agreement from Ashford Finance, LLC. The two-year agreement provides financing arrangements solely for the purchase of inventory. Its principal terms include:
·
Interest due on loans under the agreement is equal to three percentage points above the prevailing prime lending rate, as defined, except that interest on loans will never be less than 5.5% per annum.
·
An account management fee is charged equal to 3.25% per month of the face amount of each letter of credit or other financing issued to a Mohan vendor.
·
Loans can be called on demand but, in any event, must be paid immediately upon receipt of proceeds from a customer to which financed inventory was shipped.
·
Mohan has pledged substantially all of its tangible and intangible assets as collateral.
·
Liabilities under the Revolving Loan and Security Agreement are guaranteed by Melvin Coles.
·
The Company cannot issue new shares of common stock except to existing shareholders.
·
The Company must pay the cost of insurance premiums covering balances outstanding to protect the lender against defaults and incurs numerous other fees.
At September 30, 2011, no amounts were outstanding. The Company has issued common stock to new shareholders; however, Ashford has waived this technical violation of its loan covenants.
NOTE 5 - CONVERTIBLE NOTE PAYABLE
Mohan incurred $50,000 of legal costs as part of the reverse merger/recapitalization transaction with HPC. HPC owed Gary B. Wolff, its outside counsel, $50,000 under a Convertible Promissory Note which bears interest at the rate of 2% per annum and is convertible at the rate of $.001 per share. Following negotiation between all parties, it was agreed for the note to be assigned to Mohan in satisfaction of its liability for legal services. The $50,000 legal expense is included operating expenses during the fiscal year ended September 30, 2009.
On November 5, 2009, the holder of the Convertible Note assigned $12,500 of the principal balance to JW Financial LLC which converted that entire amount for 12,500,000 shares. On November 10, 2009, the holder of the Convertible Note converted $8,900 of the principal balance for 8,900,000 shares.
On May 3, 2011, the holder of the Convertible Note assigned $15,000 of the principal balance to KJC Consulting Inc., which converted that amount for 15,000,000 shares of the Company, which upon issuance, increased the total number of the Company’s outstanding shares from 174,350,000 to 189,350,000 and decreased principal balance of the Convertible Note to $13,600, which is convertible, at the holder’s option, into up to 13,600,000 shares.
On November 28, 2011, the holder of the Convertible Note assigned $3,000 of the principal balance to Reliance Capital Group Corp. which converted that amount into 3,000,000 shares of the Company. Following this conversion, the balance of the Convertible Note is $10,600 convertible into 10,600,000 shares.
Interest expense during the fiscal years ended September 30, 2011 and 2010 was $560 and $580, respectively.
NOTE 6 - RELATED PARTY TRANSACTIONS
Before receiving the Revolving Credit Agreement described in Note 4, much of the Company’s fiscal 2010 operations were financed through noninterest-bearing loans from its President. At September 30, 2010, the amount owed under these loans was $49,032, all of which was repaid during the fiscal year ended September 30, 2011.
In April 2011 the Company entered into consulting agreements with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses.
NOTE 7 - STOCKHOLDERS’ EQUITY
The Company is authorized to issue 250,000,000 shares of common stock and 1,000,000 shares of preferred stock.
Pursuant to the terms of the Agreement described in Note 1, HPC agreed to issue an aggregate of 142,950,000 restricted shares of HPC's common stock to the Mohan Shareholders in exchange for all of the issued and outstanding shares of Mohan. 10,000,000 shares were held by the original shareholders of HPC POS Systems, Inc. and are still outstanding.
In August and September 2011 the Company sold 300,000 shares of its common stock to three individuals for an aggregate of $25,000. It also issued 7,532,500 shares of its common stock to 11 individuals for services (of which three individuals receiving 3,500,000 shares involve individuals related to the Company’s President). The Company recorded expenses of $627,708 in connection with these issuances.
In October 2011 the Company sold 2,000,000 shares of its common stock to three individuals for an aggregate of $52,000. It also issued 350,000 shares of its common stock to three individual for services and recorded compensation expense of $9,100 for the three months ending December 31, 2011.
On November 28, 2011, the holder of the Convertible Note converted $3,000 of the principal balance into 3,000,000 shares of the Company. Following this conversion, the balance of the Convertible Note is $10,600 convertible into 10,600,000 shares. See Note 5.
In November 2011, the Company issued 100,000 shares of its common stock for $10,000 and an additional 100,000 shares of its common stock for services. The Company recorded expenses of $10,000 during the three months ended December 31, 2011 for the shares issued for services.
On January 4, 2012, HPC POS System, Corp. (the “Company”) issued the following shares of restricted common stock:
·
Melvin W. Coles, Chairman and President, received 31,467,500 shares for services. This issuance will be considered compensation of $1,101,363 and be recorded as an expense during the three months ending March 31, 2012.
·
The Company issued an aggregate of 200,000 shares of common stock to two unrelated individuals for services and will record additional compensation expense of $7,000 during the three months ending March 31, 2012 in connection with the issuance of these shares.
·
The Company issued 5,000,000 shares of common stock to satisfy a portion ($5,000) of the liability associated with the financing and marketing services agreement with minority shareholders described in Note 6. The issuance terms resulted in an issuance price of $.001 per share. The Company will record additional compensation expense of $170,000 during the year ending September 30, 2012 in connection with the issuance of these shares.
Following the issuance of all the shares through February 8, 2012, there were 239,400,000 shares of common stock issued and outstanding.
Mohan, the acquirer for financial reporting purposes, had elected to be an S corporation for Federal income tax purposes from its inception until following the completion of its merger with HPC. In accordance with Topic 4B of the Staff Accounting Bulletins issued by the Securities and Exchange Commission all of Mohan’s undistributed earnings and losses that occurred during the period in which it was an S corporation have been reclassified to additional paid-in capital.
Stock Option Plan
Pursuant to a November 30, 2007 Board of Directors approval and subsequent stockholder approval, the Company adopted its 2007 Non-Statutory Stock Option Plan (the “Plan”) whereby it reserved for issuance up to 1,500,000 shares of its common stock to directors, officers, employees, consultants and professionals. The purpose of the Plan is to provide recipients with additional incentives by increasing their ownership interest in the Company. The Plan provides for the issuance of Non-Statutory Stock Options only, which are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, as amended. The Plan expires in 2017.
No options have been issued or are outstanding under the Plan.
NOTE 8 - INCOME TAXES
As of September 30, 2011, the Company had net operating loss carry forwards of approximately $845,422 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for income taxes for the fiscal years ended September 30, 2011 and 2010 consisted of the following:
Deferred tax assets arise from temporary differences caused by the use of the accrual method of reporting for financial statement purposes and the cash method utilized for income tax reporting. The Company provides a valuation allowance to reduce the deferred tax assets to estimated net realizable value. During the fiscal year ended September 30, 2011, the valuation allowance was increased by $55,341.
The following schedule reflects a reconciliation form the anticipated tax rates to those reflected in the current income tax provision (recovery):
The cumulative tax effect at the expected statutory rate of 34% of significant items comprising our net deferred tax amount is as follows at September 30, 2011 and 2010:
Because of the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $87,162 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur in the future, net operating loss carry forwards may be limited as to their use in future years.
NOTE 9 - COMMITMENTS
In April 2011 the Company entered into consulting agreements with two individuals, who are each minority stockholders, calling for financial and marketing services. These agreements, which can be terminated by the Company with a notice of three months, call for aggregate consulting fees of $15,000 per month plus reimbursement for reasonable expenses. At September 30, 2011, the caption “Accrued Expenses” in the accompanying Balance Sheet includes $75,000 relating to these agreements. The related expenses are included in Operating Expenses.
On January 4, 2012, the Company issued 5,000,000 shares of common stock to these individuals to satisfy a portion ($5,000) of the accrued expenses due to them. The issuance terms resulted in an issuance price of $.001 per share. The Company will record additional compensation expense of $170,000 during the three months ending March 31, 2012 in connection with the issuance of these shares.
NOTE 10 - CONCENTRATION OF RISK
The wholesale distribution contract with Price Master Corporation accounted for more than 84.3% and 84% of Mohan's incense sales for the fiscal years ended September 30, 2011 and 2010, respectively, and is likely to account for a significant portion of our sales in the foreseeable future.
All purchases of incense are made from a single supplier in India.
NOTE 11 - SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date of September 30, 2011 through February 2, 2012, the date these financial statements were issued. The Company has disclosed all subsequent events believed to be material by Management in the applicable footnotes above.