Item 1 Description of Business
INTRODUCTION
Osler Incorporated (the “Company”, “we”, or “us”) was incorporated in Nevada on July 30, 2004. We maintain our principal offices at 200 S.W. 1st Avenue, Suite 1250, Ft. Lauderdale, FL 33301. Our telephone number is: (954) 767-6339.
We are currently a “shell company” as defined by the Securities and Exchange Commission to be “a company with no or nominal operations, and with no or nominal assets or assets consisting of solely cash and cash equivalents” pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
HISTORICAL
We were incorporated in 2004 to engage in gold and silver exploration. The Company has had limited operations to date and is in the development stage.
On April 5, 2007, we acquired the Far 1 - 4 mineral claims comprising 82.64 acres (approximately 33.44 hectares) in Esmeralda County, in the State of Nevada from James McLeod (the “Far” property). Due to lack of funding, the Company was unable to pay the maintenance fees on the anniversary date of September 1, 2008 to maintain the Far 1 - 4 mineral claims. Accordingly, title to the Far 1 - 4 mineral claims was forfeited. Since then the Company’s primary focus has been on the acquisition of or merger with a target company or business seeking the perceived advantages of being a publicly-held corporation. The Company’s principal business objective for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target company to any specific business, industry or geographical location and, thus, may acquire any type of business. The Company is currently in preliminary discussions with a business entity regarding a possible business combination, but no assurances can be given at this time that such business combination will be consummated.
In furtherance of the Company’s business plan, on July 16, 2009, we split-off our wholly-owned subsidiary, Osler Leasco, Inc., (“OLI”), through the sale of all of the outstanding capital stock of OLI (the “Split-Off”). OLI was formed in Delaware on June 8, 2009 and from its formation until July 16, 2009, the effective date of the Split-Off, OLI was our only subsidiary. We executed a Split-Off Agreement with our former Chief Executive Officer Greg Chapman and OLI, a copy of which is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on July 16, 2009 and is incorporated herein by reference. Pursuant to the terms of the Split-Off Agreement, Mr. Chapman, the Company’s former Chief Executive Officer and Chairman, acquired all of the outstanding shares of capital stock of OLI in consideration of $28,000 previously paid by the Company to Mr. Chapman and he returned to the Company an aggregate of 30,000,000 shares of the Company’s common stock owned by him that were subsequently cancelled.
Also on July 16, 2009 and immediately prior to the transactions contemplated by the Split-Off Agreement, the Company and OLI entered into an Assignment and Assumption Agreement, a copy of which is attached as Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on July 16, 2009 and is incorporated herein by reference. Pursuant to the terms of the Assignment and Assumption Agreement, OLI assumed substantially all of the assets and liabilities of the Company. Upon completion of the transactions contemplated by the Split-Off Agreement and the Assignment and Assumption Agreement, the Company had substantially no assets and no liabilities.
On June 21, 2010, we amended and restated our Articles of Incorporation to (a) effect a one (1) for ten (10) reverse split of our outstanding shares of Common Stock on such date; and (b) increase our total authorized capital shares to 80,000,000 shares, of which 75,000,000 shares are classified as Common Stock, par value $ .001 per share, and 5,000,000 shares are classified as Preferred Stock, par value $ .001 per share.
COMPETITION
The competition for business combinations, joint ventures, alliances and acquisitions is significant. We may not be able to develop alliances, acquisitions or other business combinations on terms that are reasonable. In addition, we will compete against much larger companies with brand recognition, customers, technologies, profits, personnel and other resources that would put our Company at a disadvantage to secure a new business opportunity for the Company.
Our ability to identify new business relationships for the Company is critical to the Company’s future survival and success. In addition, as competition for compelling business opportunities increases both domestically and internationally, the terms at which we may be able to enter into new business opportunities could harm our long-term operating results and financial condition.
THE SHELL MARKET
Currently, with our primary goal the acquisition of a target company or business seeking the perceived advantages of being a publicly held corporation, the Company faces intense competition from other shell companies with the same objectives. The Company is in a highly competitive market for a small number of business opportunities that could reduce the likelihood of consummating a successful business combination. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
EMPLOYEES
The Company does not currently have any full time or part-time employees other than its sole officer, C. Leo Smith, who serves in such capacity without compensation. The Company’s success will largely depend upon the decisions made by Mr. Smith, who devotes approximately 10% of his business time to the Company’s affairs.
Item 1A
Item 1A Risk Factors
An investment in us is extremely risky. You should carefully consider the following risks, in addition to the other information contained elsewhere in this Form 10-K, before making any investment decision regarding our securities. If any of the following risks actually materialize, our business and prospects could be seriously harmed, the value of our securities could decline and you could lose all or part of your investment.
Risk Relating to Our Operations
We May Be Unable To Raise Sufficient Capital To Successfully Operate Or Carry Out Our Business Plan.
Our current business operations require expenditures to continue as a reporting company. Our sole director, C. Leo Smith, has indicated his intention to provide equity and debt financing to the Company in order to allow it to achieve its business plan. However, he is under no legal obligation to do so. If we cannot obtain additional capital, whether from Mr. Smith or elsewhere, we may have to delay potential mergers, acquisitions or development expenditures that can be expected to harm our competitive growth potential. We cannot be sure that we will be able to secure additional financing on acceptable terms. Any failure to obtain such financing, or obtaining financing on terms not favorable to us, can be expected to have a material adverse effect on our future business prospects.
We Have Sustained Losses In Every Year Since Inception And May Never Become Profitable.
We have sustained losses in every year since inception. These losses were attributable to our lack of revenue producing business operations and our inability to obtain adequate financing to develop our exploration activities.
We expect to incur additional losses and negative operating cash flow for the foreseeable future, and we may never achieve or maintain profitability. Even if we succeed with our current business plan, we may never become profitable. We also expect to experience negative cash flow for the foreseeable future, as we continue to fund our operating losses and capital expenditures. We may not be able to generate sufficient revenues or achieve profitability in the future. The failure to generate sufficient revenues or achieve profitability will require us to seek to raise additional capital and, if we are unable to do so, we may have to curtail or delay our business plan.
We Are Dependent Upon Our Sole Officer and Director.
As the Company lacks resources to hire employees, we are dependent upon the efforts of our officer and director, C. Leo Smith, who serves as our sole officer and sole director. The loss of the services of Mr. Smith could divert time and resources, delay the development of our current business, and negatively affect our ability to execute our business plan. Such problems might be expected to have a material adverse impact on our future business prospects.
We May Make Acquisitions, Business Combinations Or Strategic Investments In One Or More Companies In The Future And Such Transactions May Result In Dilutive Issuances Of Equity Securities, Use Of Our Cash Resources, And Incurrence Of Debt And Amortization Of Expenses Related to Intangible Assets.
Any merger, acquisition, strategic investment or other form of business combination by us will likely involve a number of risks, including:
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The difficulty of assimilating the operations and personnel of acquired companies into our operations;
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Additional operating losses and expenses of the business or businesses we may acquire or in which we invest;
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The difficulty of integrating acquired technology and rights into the Company and unanticipated expenses related to such integration;
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The failure to successfully further develop acquired technology resulting in the impairment of amounts capitalized as intangible assets;
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The potential for patent and trademark infringement claims against the acquired company;
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The impairment of relationships with customers and partners of the companies we may acquire or in which we may invest;
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The impact of known potential liabilities or unknown liabilities associated with the companies we may establish relationships with;
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In the case of foreign acquisitions or business relationships, uncertainty regarding foreign laws and regulations and difficulty integrating operations and systems as a result of cultural, systems and operational differences;
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Our lack of control or limitations on our control over the operations of our potential business partners; and
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The difficulty of integrating the acquired company’s accounting, management information, human resources and other administrative systems.
Our potential failure to be successful in addressing these risks or other problems encountered in connection with future acquisitions, mergers, or strategic investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business generally.
If We Raise Additional Funds Through The Issuance of Equity Securities, Or Determine In The Future To Issue Additional Shares Of Our Common Stock, Your Percentage Ownership Will Be Reduced, You Will Experience Dilution That Could Substantially Diminish The Value of Your Stock and Such Issuance May Convey Rights, Preferences or Privileges Senior to Your Rights Which Could Substantially Diminish Your Rights And The Value Of Your Stock.
We may issue additional shares of our common stock for various reasons and may grant additional stock options to new employees, consultants, officers, directors and third parties. If we determine to register for sale to the public additional shares of our common stock granted in any future financing or business combination, a material amount of dilution can be expected to cause the value of our common stock to decline.
In order for us to obtain additional capital or complete a business combination, we may find it necessary to issue securities, including but not limited to, any or all shares of our common stock or preferred stock, in some cases conveying rights senior to those of the current holders of our common stock. Those rights may include voting rights, liquidation preferences and conversion rights. To the extent we convey senior rights; the value of our common stock can be expected to decline.
If We Incur Indebtedness, We May Become Too Highly Leveraged And Would Be In Risk of Default.
If we incur indebtedness whether through a merger, acquisition or otherwise, we may become too highly leveraged and would be in risk of default. There is no contractual or regulatory limit to the amount of debt we can take on. Any debt incurred by the Company could adversely affect our ability to meet our obligations and we would then be in risk of default, which could have a material adverse effect on our financial condition, results of operations, business prospects, and long term future viability.
We Currently face And Expect To Continue To Face Significant Competition That May Inhibit Our Ability To Successfully Complete A Merger, Acquisition, Strategic Investment Or Other Form Of Business Combination.
The Company is in a highly competitive market for a small number of business opportunities that could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. Consequently, we may be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
Our Future Success Is Highly Dependent On The Ability of Management To Locate And Attract A Suitable Merger, Acquisition, Strategic Investment Or Other Form Of Business Combination.
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. If we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm, and numerous other factors beyond our control.
The Company Has No Existing Agreement For A Merger, Acquisition, Strategic Investment Or Other Form Of Business Combination And May Be Unable To Effect Such A Transaction.
We are currently in preliminary discussions regarding a possible merger with a private entity. No assurances can be given, however, that we will successfully conclude such transaction. We cannot guarantee we will be able to negotiate the referenced transaction or any transaction on favorable terms.
Risk Factors Relating to Our Securities
Because One Shareholder Owns a Large Percentage of Our Voting Stock Other Shareholders’ Voting Power May be Limited.
As of September 15, 2011, C. Leo Smith, our sole officer director, beneficially owned or controlled approximately 73.4% of our voting stock. Accordingly, Mr. Smith has the ability to control matters submitted to our shareholders for approval, including the election and removal of directors and the approval of any merger or consolidation. As a result, other shareholders may have little or no influence over matters submitted for shareholder approval. In addition, the ownership of Mr. Smith could preclude any unsolicited acquisition of us, and consequently materially adversely affect the value of our common stock. Mr. Smith may make decisions that are adverse to your interests.
No Trading Market Currently Exists For Our Securities And None May Ever Develop Or Be Maintained.
Although the Company’s shares of common stock have been included for quotation on the OTC Bulletin Board and the in Pink Sheets under the symbol “OSLE” since December 2007, no trading market for the Company’s securities has developed. No assurance can be given that an active trading market for the Company’s common stock will ever develop or be maintained. Accordingly, shareholders are likely to experience illiquidity and may be required to hold our securities for an indefinite period of time.
Item 1B
Item 1B Unresolved Staff Comments
There are no unresolved comments from the Commission.
Item 2
Item 2 Description of Property
The Company operates from an office at 200 S.W. 1st Avenue, Suite 1250, Ft. Lauderdale, FL 33301, provided at no charge by the Company’s sole officer and director, C. Leo Smith. Our telephone number is (954) 767-6339.
Item 3
Item 3 Legal Proceedings
There are no known or pending legal proceedings to which the Company or any subsidiary is a party or of which any of their respective property is the subject.
Item 4
Item 4 Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fiscal year ended June 30, 2011.
PART II
Item 5
Item 5 Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market Information
The Company’s Common stock is presently included for quotation on the OTC Bulletin Board and in the Pink Sheets under the symbol “OSLE”. Our common stock has been quoted on the OTC Bulletin Board and in the Pink Sheets since December 2007. There is currently no active trading in our common stock and there has been no active trading since the quotation of our common stock commenced.
There are no outstanding options or warrants or convertible securities to purchase our common equity.
The Company has never issued securities under any equity compensation plan and currently does not have any equity compensation plan.
Holders of Record
As of the date of this filing, there were approximately 39 holders of record of the Company’s common stock.
Dividends
We have not paid any cash dividends on our common stock to date, and do not anticipate declaring or paying any dividends in the foreseeable future. We anticipate that for the foreseeable future we will follow a policy of retaining earnings, if any, in order to finance the expansion and development of our business. Payment of dividends is within the discretion of our board of directors and will depend upon our earnings, capital requirements, and operating and financial condition, among other factors.
Recent Sales of Unregistered Securities
During fiscal 2011, we did not issue any securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), except as previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Item 6
Item 6 Selected Financial Data
As a smaller reporting company we are not required to provide the information required by this item.
Item 7
Item 7 Management’s Discussion and Analysis or Plan of Operation
The following discussion of the Company’s financial condition and results of operations as well as certain statements and information under Item 1 “Business” include certain forward looking statements. When used in this report, the words “expects,” “intends,” “plans,” and “anticipates” and similar terms are intended to identify forward looking statements that relate to the Company’s future performance. Such statements involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed here.
Overview
From 2004 to 2008, the Company was engaged in gold and silver exploration. On September 1, 2008, the Company ceased operations due to lack of funding required to make the necessary lease payment on its sole mining claim.
From September 2008 to the present, the Company has devoted its efforts to seeking other economic opportunities, including but not limited to, the possibility of acquiring a new line of business through a business combination.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of the Company’s financial condition and results of operations are based on its financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the revenues and expenses during the reporting periods. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and on various other factors it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Management does not believe that early adoption of recently issued accounting standards could have a material impact on the accompanying financial statements.
Results of Operations
Revenues
There was no revenue from operations generated for the fiscal year ended June 30, 2011 (“Fiscal 2011”). No revenue from operations has been earned by the Company since its inception.
General & Administrative Expenses
General and administrative expenses totaled $ 31,350 for Fiscal 2011, as compared to $ 47,293 for the fiscal year ended June 30, 2010 (“Fiscal 2010”). This decline in general and administrative expenses is largely attributable to a decline in fees paid for professional services related to maintaining the Company’s public reporting status.
As a result, we experienced a net loss of $ 31,150 for Fiscal 2011, as compared to a net loss of $ 47,293 for Fiscal 2010.
Liquidity, Capital Resources and Going Concern
As of June 30, 2011, the Company had cash or cash equivalents of $ 139. Management believes that the Company has insufficient funds to continue our operations for the next twelve months. Our sole officer, director, and controlling shareholder, C. Leo Smith, has indicated his intention to advance us sufficient capital to allow us to continue operations, but he is under no legal obligation to do so. If we are unable to obtain additional funding from Mr. Smith or other parties on terms acceptable to us or otherwise, we may not be able to continue our operations or fulfill our business plan and may have to curtail all operations.
These conditions indicate that the Company may be unable to continue as a going concern. Its ability to do so is dependent on its finding economic opportunities that will achieve profitable operations, obtaining necessary financing and finding a suitable candidate for a business combination. No adjustments have been provided in the Company’s financial statements that might result from the outcome of this uncertainty. Our auditors have referred to the substantial doubt about our ability to continue as a going concern in their audit report on our financial statements as of and for the years ended June 30, 2011 and 2010.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
Item 7A
Item 7A Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company we are not required to provide the information required by this item.
Item 8
Item 8 Financial Statements and Supplementary Data
Our audited financial statements listed on the Index to the Financial Statements are included beginning at following Item 14 of this Report.
Item 9
Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
The Financial Statements of the Company have been audited by Thomas W. Klash, CPA for the fiscal years ended June 30, 2011 and 2010. There have been no changes in or disagreements with Thomas W. Klash, CPA on accounting and financial disclosure matters at any time.
Item 9A
Item 9A (T) Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this annual report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures that are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States of America.
As of the end of the period covered by this Annual Report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective in timely alerting them to material information relating to Osler Incorporated required to be disclosed in our periodic reports filed with the SEC.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and effected by our 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 connection with accounting principles generally accepted in the United States of America, including 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 our assets;
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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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of this Annual Report on Form 10-K for the fiscal year ended June 30, 2011, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our internal controls over financial reporting, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control--Integrated Framework. Based on that assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of June 30, 2011. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(c) Changes in Internal Control over Financial Reporting
There have not been any changes in our internal controls or in other factors that occurred during our last fiscal year ended June 30, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B
Item 9B Other Information
None
PART III
Item 10
Item 10 Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Officers and Directors
Our executive officers and directors and their ages as of September 15, 2011 are as follows:
Name
Age
Position Held
C. Leo Smith
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, and Secretary
The sole Director named above will serve until the next annual meeting of the stockholders and until his successor is elected and qualified. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.
Biographical Information
C. Leo Smith
C. Leo Smith, 43, previously served as the Chairman of the Board of Directors and Chief Executive Officer and Chief Financial Officer of Smith International Enterprises, Inc., d/b/a AmerPlast Manufacturing, from the inception of the company in 1991 until it was sold in 2002. AmeriPlast Manufacturing was a privately held manufacturer of pre-paid telephone calling cards and stored value cards, such as gift cards and credit cards.
In April 2002, AmeriPlast Manufacturing was sold to Signature Graphics Inc., a privately held company. In June 2002 Signature Graphics Inc., which had previously acquired all of the assets and liabilities of AmeriPlast Manufacturing, filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court, Middle District of Florida-Orlando Division.
The proposed reorganization plan of Signature Graphics, Inc. was rejected, and was converted into a Chapter 7 Liquidation in March 2003. Mr. Smith subsequently filed for Chapter 7 Personal Bankruptcy on October 14, 2005. Such filing was caused by the fact that all of the asset, equipment, and machinery leases and mortgages of AmeriPlast Manufacturing were personally guaranteed by Mr. Smith. He was discharged from bankruptcy on April 4, 2006 by Judge Raymond James.
In 2003, subsequent to the sale of Ameriplast Manufacturing, Mr. Smith formed and founded Advanced Imaging Systems, Inc., a privately held company. Advanced Imaging Systems’ business was similar to that of AmeriPlast Manufacturing, but on a smaller scale, though far more automated and sophisticated. The eventual goal of Advanced Imaging Systems was to concentrate strictly on manufacturing and developing secured credit cards, smart cards, and biometric cards.
In the latter part of 2003, Advanced Imaging Systems was acquired by a publicly held company, A. M. S. Marketing, Inc., which company was subsequently renamed International Imaging Systems, Inc. Mr. Smith was the Chief Executive Officer of International Imaging Systems, Inc. until the company was sold to a private investment group in September 2006.
Since September 2006, Mr. Smith has provided business consulting services to a number of privately held domestic and foreign corporations. Such consulting services have primarily been in the areas of marketing and/or manufacturing.
Employees
We have no employees other than C. Leo Smith, who is our sole executive officer. For our accounting requirements we utilize the consulting services of an independent bookkeeper to assist in the preparation of our interim financial statements in accordance with accounting principles generally accepted in the United States.
Conflicts of Interest
We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Smith.
Audit Committee Financial Expert
We do not have a financial expert serving on an audit committee. We do not have an audit committee because our board of directors has determined that as a start-up exploration company with no revenues it would be too expensive to have one.
Family Relationships
As we have only one director and executive officer, there are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer.
Item 11
Item 11 Executive Compensation
The following table sets forth information with respect to compensation paid by us to our officers and directors during the two most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth each person known by us to be the beneficial owner of five percent (5%) or more of the Company’s Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
(1) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of common stock listed as owned by that person or entity.
(2) A total of 2,505,014 shares of the Company’s common stock are considered to be outstanding pursuant to Rule 13d-3(d) (1) under the Securities Exchange Act of 1934.
(3) Mr. Smith is deemed to be the beneficial owner of the shares of common stock owned by Insurance Marketing Solutions, LLC which is the record owner of 1,822,601 shares of the Company’s common stock. Mr. Smith has voting and disposition power over the shares beneficially owned by Insurance Marketing Solutions, LLC.
(4) The business address of Mr. Smith is 200 S.W. 1st Avenue, Suite 1250, Ft. Lauderdale, FL 33301.
The person listed is the sole officer and Director of our Company and has full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or a group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within sixty (60) days, such as options or warrants to purchase our common stock.
Item 13
Item 13 Certain Relationships and Related Transactions, and Director Independence
None
Item 14:
Item 14: Principal Accountant Fees and Services
1) Audit Fees
For the Company’s fiscal years ended June 30, 2011 and 2010, we were billed approximately $ 12,870 and $ 23,500, respectively, for professional services rendered for the audit and review of our financial statements.
2) Audit - Related Fees
There were no fees for audit related services for the years ended June 30, 2011 and 2010.
3) Tax Fees
For the Company’s fiscal years ended June 30, 2011 and 2010, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
4) All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended June 30, 2011 and 2010.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
-approved by our audit committee; or
-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have a record of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
PART IV
Item 15
Item 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
See the accompanying Index to Financial Statement Schedule on page
(a)(2) Consolidated Financial Statement Schedules
See the accompanying Index to Financial Statement Schedule on page
(a)(3) Exhibits
Exhibit Number
Description
3.1
Amended and Restated Articles of Incorporation (incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2010)
3.2
Bylaws, effective August 2, 2004 (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on September 19, 2007)
31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2011
Report of Independent Registered Public Accounting Firm
F - 1
Balance Sheets
F - 2
Statements of Operations
F - 3
Statements of Shareholders’ Equity (Deficit)
F - 4
Statements of Cash Flows
F - 5
Notes to Financial Statements
F - 6 - F - 9
THOMAS W. KLASH
Certified Public Accountant
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Osler Incorporated
Fort Lauderdale, Florida
I have audited the accompanying Balance Sheets of Osler Incorporated as of June 30, 2011 and 2010, and the related Statements of Operations, Shareholders’ Equity (Deficit), and Cash Flows for the years then ended, and for the period from July 30, 2004 (inception) through June 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with standards established by the Public Company Accounting Oversight Board (United States of America). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Osler Incorporated as of June 30, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended, and for the period from July 30, 2004 (inception) through June 30, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has suffered losses from operations, has no operating revenues, and an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Thomas W. Klash
Certified Public Accounting
Hollywood, Florida
September 13, 2011
1909 Tyler Street - Suite 603 - Hollywood, Florida 33020 (954) 925-4900
www.tklash.com
F - 1
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
See accompanying notes to financial statements.
F - 2
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
See accompanying notes to financial statements.
F - 3
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
PERIOD FROM JULY 30, 2004 (INCEPTION) THROUGH JUNE 30, 2011
See accompanying notes to financial statements.
F - 4
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
*Converted to common stock
See accompanying notes to financial statements.
F - 5
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE A -
BUSINESS AND ACCOUNTING POLICIES -
Business:
Osler Incorporated (“Osler”) was incorporated in the State of Nevada on July 30, 2004. The Company’s office is in Ft. Lauderdale, Florida.
“Osler” is a “shell company” as defined by the Securities and Exchange Commission to be an entity with “no or nominal operations, and with no or nominal assets or assets consisting of solely cash and cash equivalents”.
The Company is in the process of developing a business plan, raising capital and seeking potential merger candidates. Accordingly, the Company is classified as a “development stage company”.
Going Concern:
The Company has suffered recurring losses from operations and has no operating revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is presently seeking to raise additional capital through private borrowings, sale of equity securities, and/or merger with an operating company. The accompanying financial statements have been prepared on the basis of a going concern, and do not reflect any adjustments from an alternative assumption.
Estimates:
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from the estimates and assumptions used in preparing the financial statements.
Fair Values of Financial Instruments:
The carrying amounts of the Company’s financial instruments at June 30, 2011 and June 30, 2010, approximate fair value.
F - 6
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE A -
BUSINESS AND ACCOUNTING POLICIES - (continued) -
Income Taxes:
Income taxes are determined based upon income and expenses recorded for financial reporting purposes. Deferred taxes are recorded for estimated future tax effects of differences between the bases of assets and liabilities for financial reporting and income tax purposes giving consideration to enacted tax laws. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.
The Company recognizes the tax benefits from uncertain positions 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 from uncertain positions recognized are reflected at the amounts most likely to be sustained on examination.
Earnings Per Share:
Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. There were no potentially dilutive common shares outstanding during the periods presented.
Recent Accounting Pronouncements:
Management does not believe that early adoption of recently issued accounting standards could have a material impact on the accompanying financial statements.
F - 7
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE B -
INCOME TAXES -
As of June 30, 2011, the Company has a net operating loss carryforward, of approximately $136,000, which may be carried forward through 2031, to offset future taxable income.
Significant components of the Company’s net deferred tax assets and liabilities, currently computed at approximately 20% are as follows:
The valuation allowance changed during the two years ended June 30, 2011 from changes in the loss carryforwards and limitations relating to ownership changes and business continuity as follows:
The income tax provision consisted of the following:
F - 8
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE B - INCOME TAXES - (continued) -
Uncertain Tax Positions:
The Company’s income tax returns are subject to examination for years subsequent to June 30, 2007. The Company is not currently under any state or Federal tax exams. Management does not believe there were any uncertain tax positions taken by the Company.
NOTE C - CAPITAL STOCK -
On June 21, 2010, the Company’s Board of Directors approved the following actions:
●
Authorized 5,000,000 shares of preferred stock with a par value of $.001 per share.
●
Reverse split the shares of common stock outstanding on the basis of 1 for 10.
All share and per share amounts in the accompanying financial statements have been retroactively restated.
NOTE D -
SUBSEQUENT EVENTS -
The Company has evaluated the need to disclose events subsequent to the balance sheet date through the date of filing this Form 10-K and have no events to report.
F - 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 28 day of September 2011.
Osler Incorporated
By:
/s/ C. Leo Smith
C. Leo Smith,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By:
/s/ C. Leo Smith
C. Leo Smith,
President, Chief Executive Officer and Chief Financial Officer
By:
/s/ C. Leo Smith
C. Leo Smith,
Director