Item 1. Description of Business.
Our Background. We were incorporated under the laws of the State of Delaware on April 2, 2007, as International Vineyard, Inc. On February 3, 2011, we filed an Amended and Restated Certificate of Incorporation in order to, among other things, change our name from “International Vineyard, Inc.” to “Waxess Holdings, Inc.” (the “Company”), and to increase our authorized capital stock from 55,000,000 shares to 125,000,000 shares, which shall be divided into two classes as follows: 100,000,000 shares of Common Stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share. Additionally, we amended and restated our bylaws to, among other things, increase the maximum number of directors to be appointed to our board.
Our Business. We were formed for the purpose of developing a wholesale and distribution business that specializes in providing French and California sourced wines to the Chinese market (the “Former Business”). On February 4, 2011, we entered into an Agreement of Merger and Plan of Reorganization (“Merger Agreement”), pursuant to which we merged (the “Merger”) with Waxess USA, a California corporation, a technology firm engaged in the phone terminals, cellular and data services business. As a result of the Merger, Waxess USA became our wholly-owned subsidiary and we succeeded to the business of Waxess USA as our sole line of business. We have since discontinued our Former Business and, in connection with the Merger, our management changed.
In February 2011, Robert DeMate resigned as our sole officer and director and simultaneously with the Merger a new board of directors and new officers were appointed. The new board of directors consists of Hideyuki Kanakubo, Larry Paulson, Dr. James Canton and J. Steven Roush. The new officers consist of Hideyuki Kanakubo, our President and Chief Executive Officer and Jerome Kaiser, our Chief Financial Officer and Secretary.
This Annual Report on Form 10-K provides the certain disclosures required as of December 31, 2010, the end of the period of this Report, which reflect the Former Business. To the extent that other disclosures in this Report require more recent information, we have provided that information as set forth in this Report and in compliance with Regulation S-K. For detailed information on Waxess USA and our current business, please refer to our Current Report on Form 8-K which was filed on February 9, 2011.
Our Products. The product line of our Former Business includes two wine brands from the California central coast and one wine brand from France. We have not received any orders or generated any revenues from the sale of those wines.
Our Supplier. The products of our Former Business were supplied by Delicatio Family Wines as our former officer had a relationship with the family. However, we do not currently have any formal agreement, understanding or arrangements with Delicatio Family Wines. Therefore, Delicatio Family Wines has no obligation to provide products to us and may terminate our relationship at any time.
Our Target Markets and Marketing Strategy. We believe that our primary target market for our Former Business consisted of the Chinese market for imported wines and also, to a lesser extent, the grocery and discount retailer market in the United States. Our marketing initiatives included:
·
utilizing the contacts of our management;
·
attend international and industry tradeshows;
·
develop and print sales and marketing materials including brochures and cards; and
·
initiate direct contact with potential distributors.
Growth Strategy. We hope that we will be able to expand our operations by increasing the size of our product line, thereby increasing the number of wines that we can distribute to China. We intend to look for opportunities to produce other varietals of wines or purchase them from other companies. We also believe that there may be opportunities to enter into joint venture agreements with companies that produce other varietals other than our own. In addition to continually seeking out and evaluating new varietals and blends, we may consider the acquisition of other vineyards operating in a similar fashion.
Our Industry. We believe there is an emerging market for imported wine consumption in China. Wine consumption and sales in China are expected to grow in the next decade, both for China’s domestic wines and imported wines to China from other parts of the world. According to China Wines Information Website at http://www.wines-info.com/en/index.aspx, China recently became one of the top ten wine-drinking countries in the world.
Our Competition. Our Former Business competed with the major wine producers and distributors that dominate the wine industry in the United States as well as internationally. In addition to competing with the major wine producers and distributors that dominate the industry, we will also compete with numerous independent wine distribution companies. Many of these companies have access to vast financial resources. Additionally, they have established long standing relationships with wine producers, distributors and customers. We cannot and do not intend to compete with either the large or mid-sized companies. We are also at a significant competitive disadvantage within our industry because we have not previously produced and distributed any wines and have limited capital resources.
Our Website www.internationalvineyard.com. Our Former Business website allows customers to view all of our wine brands and provides a description of our business together with our contact information including our address, telephone number and e-mail address. We also believe that we can use our website to facilitate sales of our products as well as increase brand awareness.
Our Intellectual Property. Our Former Business does not own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.
We currently own the domain name www.internationalvineyard.com. Under current domain name registration practices, no one else can obtain a duplicate domain name, but someone might obtain a similar name to the domain name we ultimately use, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain name.
We may also protect various other words, names, symbols, and devices that are used with goods produced by us to distinguish them from those produced by others through the use of trademarks, and will identify and distinguish the source of several of our services through the use of service marks. These would include brand names for our wines and logos on the wine labels. We have not filed applications to protect any other trade or service marks. We cannot guaranty we will receive such trade or service mark protection if we make an application.
Government Regulation. Our Former Business is subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in Delaware and the United States. Our Former Business may also be subject to U.S. federal and California state regulations with regard to exporting wines produced in California and exporting our wines outside the United States, including taxes, licenses and regulations governing our production methods, bottling and labeling, alcohol content.
The California Department of Alcoholic Beverage Control, or ABC, regulates the manufacture, importation and sale of alcoholic beverages in the State of California. We do not currently have a license 17 to operate as a beer and wine wholesaler or license 18 to operate as a distilled spirits wholesaler. In order to sell products, we will need to apply with ABC for a license 17 to operate as a beer and wine wholesaler or license 18 to operate as a distilled spirits wholesaler.
There are also numerous requirements to meet with regard to exporting wines from France, and importing these and California wines to China. These include obtaining certifications of our products and our facilities, calculating and paying import taxes, complying with customs regulations, which include product content analysis and inspections.
Research and Development. Our Former Business is not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future.
Insurance. Our Former Business did not maintain any insurance.
Employees. As of December 31, 2010, we had no employees other than our sole officer. We will utilize independent contractors, consultants, and other creative personnel from time to time to assist in developing our products. We are not a party to any employment agreements or collective bargaining agreements.
Our Facilities. As of December 31, 2010, our offices were located at 17309 Josie Circle, Bellflower, California 90706. We believe that our facilities are adequate for our needs.
Item 1A.
Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described below before purchasing any shares of our common stock.
The Risk Factors in this Report reflect our Former Business. For detailed information on Waxess USA and risks factors for our current business, please refer to our Current Report on Form 8-K which was filed on February 9, 2011.
Risks Related to our Former Business:
We have a limited operating history upon which an evaluation of our prospects can be made.
We were formed on April 2, 2007. Our lack of operating history in the wine industry makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues and become profitable.
We will need to raise additional capital to fund our operations. Our failure to raise additional capital will significantly affect our ability to fund our proposed activities.
To develop, produce, market, and distribute our wines, we may be required to raise additional funds. We do not know if we will be able to acquire additional financing. We anticipate that we will need to spend significant funds on marketing and distributing our wine products. Our failure to obtain additional funds would significantly limit or eliminate our ability to fund our operations.
We have incurred a net loss since inception and expect to incur net losses for the foreseeable future.
As of December 31, 2010, our net loss since inception was $192,863. We expect to incur operating and capital expenditures for the next year and, as a result, we expect significant net losses in the future. We will need to generate significant revenues to achieve and maintain profitability. We may not be able to generate sufficient revenues to achieve profitable operations.
Because we are a development stage company, we have no revenues to sustain our operations.
We are a development stage company that is currently developing its business. To date, we have not generated any revenues, and we cannot guaranty that any will be generated. The success of our business operations will depend upon our ability to produce quality wine and market and sell that wine to customers. We are not able to predict whether we will be able to develop our business and generate revenues. If we are not able to complete the successful development of our business plan, generate significant revenues and attain sustainable profitable operations, then our business will fail.
Our business is dependent on our ability to acquire quality wines from our suppliers.
While we believe that we can secure regular supplies of wines from a combination of suppliers, we cannot be certain that supply shortages will not occur. Our suppliers are subject to the risks inherent in the wine industry such as the following:
·
a shortage in the supply of wine grapes;
·
increases in our wine production costs;
·
oversupply of grapes; and
·
various diseases, pests and certain weather conditions affecting quality and quantity of grapes.
In the event that any of above events occurs, our business will be negatively affected. Our supply of wine could be disrupted and the cost of the wine we sell could increase significantly. We cannot guaranty that any of those events will not occur or that our business will not be negatively affected by the occurrence of any of those events.
Contamination of our wines could lead to a diminishing reputation of our product, which would harm our business.
Because our products are designed for human consumption, our business is subject to certain hazards and liabilities related to food products, such as contamination. A discovery of contamination in any of our wines, through tampering or otherwise, could result in a recall of our products. Any such recall would significantly damage our reputation for product quality and likely shut down our business. We do not maintain any insurance to protect against such risks. Therefore, if our products are recalled and we do not have adequate insurance coverage, our business will suffer a significant loss of sales and profit, as well as capital to cover the difference in the liability cost. Brand reputation is especially important in product sales in China, and our inability to protect the reputation of our brands in China could harm our ability to sell our products there.
Infringement of our brand name may damage our business.
Our wines will be branded consumer products. Our ability to distinguish our brand name from those of our competitors depends, in part, on the strength and vigilant enforcement of our brand name. Competitors may use trademarks, trade-names or brand names that are similar to those we use, thereby weakening our intellectual property rights. If our competitors infringe on our rights, we may have to litigate in order to protect such rights. Litigation may result in significant expense and divert our attention from business operations. In addition, we cannot assure you that we would be successful in protecting our rights or that we will have the funds to litigate in an attempt to protects our rights.
We face intense competition, which could hinder our ability to implement our business plan and generate revenues. Most of our competitors have significantly greater resources than we do. If we cannot compete effectively, we may not be able to generate any revenues, or achieve or sustain profitability.
We are in a highly competitive industry. Our principal competitors include companies that are well recognized as wine distributors for several years and have an established customer base. These competitors may enhance their services to include some that we may not be able to provide until we achieve profitability. Many of our current and potential competitors enjoy substantial competitive advantages, such as:
·
greater name recognition;
·
larger marketing budgets and resources;
·
established marketing relationships;
·
access to larger customer bases; and
·
substantially greater financial, technical and other resources.
As a result, they may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Many of these competitors have greater financial resources than we have and have been in operation for many years more than us. In addition, many of these companies have greater name recognition among potential customers. These companies might be willing to sacrifice profitability to capture a greater portion of the market or pay higher prices than we would for the same acquisition opportunities. For all of the foregoing reasons, we may not be able to compete successfully against our current and future competitors.
We may experience domestic and international barriers to conducting business due to government regulations.
The United States wine industry is subject to extensive regulation by the Federal Bureau of Alcohol, Tobacco and Firearms and various foreign agencies, state liquor authorities and local authorities. These regulations and laws dictate such matters as licensing requirements, trade and pricing practices, permitted distribution channels, permitted and required labeling, advertising and relations with wholesalers and retailers.
In addition, importing wine to China requires complying with numerous and complex regulations, including proper labeling, payment of a series of taxes and duties, inspection and certification of our facilities, and selling and marketing our product in China. We will need to locate and retain agents to help us comply with these requirements in China, without which we would be unable to conduct sales there.
An increase in excise taxes or government regulations could harm our business.
The United States, France, China, and other countries in which we anticipate dealing with operate impose excise and other taxes on beverage alcohol products in varying amounts which have been subject to change. Significant increases in excise or other taxes on beverage alcohol products could harm our financial condition or results of operations. In addition, federal, state, local and foreign governmental agencies extensively regulate the beverage alcohol products industry concerning such matters as licensing, trade and pricing practices, permitted and required labeling, advertising and relations with wholesalers and retailers. Certain federal and state regulations also require warning labels and signage. We will be required to comply with extensive regulations, including Chinese import, labeling, certifications and tax requirements to sell our product in China. New or revised regulations or increased licensing fees, requirements or taxes could also harm our financial condition or results of operations.
We rely on the performance of wholesale distributors, major retailers and chains for the success of our business.
In China, we hope to sell our products principally to wholesalers and directly to major retailers that are beginning to operate in China. The poor performance of our major wholesalers or retailers as well as our inability to collect accounts receivable from our major wholesalers or retailers will negatively affect our operations. The difficulty of finding, retaining, and working with Chinese agents to help us comply with Chinese regulations and facilitate our wholesaling activities in China would impact our ability to operate profitably in China.
Our Business could be harmed by a decline in the consumption of products we sell.
Over the last ten years, there have been increases in consumption of alcoholic beverages in our product category and geographic markets. There have been periods in the past, however, in which there were substantial declines in the overall per capita consumption of alcoholic beverages in the United States and other markets in which we may participate. A limited or general decline in consumption in one or more of our products could occur in the future due to a variety of factors, including:
·
a general decline in economic conditions;
·
increased concern about the health consequences of consuming alcoholic beverages and about drinking and driving;
·
a trend toward a healthier diet including lighter, lower calorie beverages such as diet soft drinks, juices and water products;
·
the increased activity of anti-alcohol groups; and
·
increased federal, state or foreign excise or other taxes on beverage alcohol products.
Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.
A portion of our revenues may be settled in Renminbi, and any future restrictions on currency exchanges may limit our ability to use revenue generated in Renminbi to fund any future business activities outside China or to make other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi.
An increase in the cost of energy could affect our profitability.
If there are significant increases in energy costs, or if energy costs continue to rise, this would result in higher transportation, freight and other operating costs. Our future operating expenses and margins will depend on our ability to manage the impact of cost increases. We cannot guaranty that we will be able to pass along increased energy costs to our customers through increased prices.
Our business will be harmed if we are unable to find reliable distributors and agents in China to assist us with doing business in China and distribute our products.
Due to language differences and regulatory requirements, we will be required to find reliable agents and distributors to assist us in doing business in China. If some or all of these distributors reduce their orders or discontinue doing business with us, we could have difficulties finding new distributors to distribute our products which would harm our ability to sell our products and generate revenues. Our reliance on these agents and distributors could also affect our bargaining power in getting favorable prices for our products. In addition, untimely payment and/or failure to pay by these agents and distributors would harm our cash flow.
We will depend heavily on agents and distributors we engage to facilitate our business operations in China, and any loss of such personnel, or the failure to continue to attract such personnel in the future, could harm our business.
The business of providing wines to international markets is specialized and requires the employment of personnel with operational experience in the industry and contacts within China. Accordingly, we must attract and retain key personnel and agents in China to facilitate our business there. Our ability to effectively implement our business strategy will depend upon, among other factors, the successful recruitment and retention of additional management and other key personnel that have the necessary operational skills and experience with exporting and importing requirements. These individuals are difficult to find in California and in China, and we may not be able to retain such skilled employees.
Any disruption of the operations in domestic and overseas warehouses and distribution of our projects would damage our business.
All of our products will be shipped from warehouses in California and France and stored in China prior to distribution to market. We currently do not maintain insurance covering our product while it is being shipped to China or while it is housed in storage facilities, either in the U.S. or abroad. We also do not carry any business interruption insurance. Our operations could be interrupted by shipping accidents, or other events, such as fire, flood, earthquake and other events beyond our control. Any disruption of the operations during shipping or storage would have a significant negative impact on our ability to deliver products, which would cause a potential diminution in sales, the cancellation of orders, damage to our reputation and potential lawsuits.
The constantly evolving legal system in China is unpredictable and may afford us inadequate legal protections.
We anticipate we will conduct most of our product sales in China, which utilizes a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. The overall effect of legislation enacted over the past 20 years has been to enhance the protections afforded to foreign invested enterprises in China. However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involves uncertainties. These uncertainties could limit the legal protections available to foreign enterprises to acquire and hold licenses and permits, such as requisite business licenses. As a result, it could be difficult for us to enforce any legal rights we may have in conducting and protecting our operations in China.
Changes in China's political and economic situation could harm us and our operating results.
Economic reforms adopted by the Chinese government have had a positive effect on its economic development, but the government could change these economic reforms or any of its legal systems at any time. Changes could either benefit or damage our operations and profitability. Potential changes, among others, are the following:
·
level of government involvement in the economy;
·
control of foreign exchange;
·
methods of allocating resources;
·
balance of payments position;
·
international trade restrictions; and
·
international conflict.
The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to those of the OECD member countries.
The Chinese government will exert substantial influence over the manner in which we conduct our business activities.
China only recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership of business enterprises. Our ability to conduct operations in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, intellectual property and other matters. We believe that our sales to China will be in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations, including stricter import regulations or regulations with regard to the sale and use of alcohol, that would require additional expenditures and efforts on our part to conduct our business, increase our market size or ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or conduct a public relations campaign against imported wine consumption, or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China, and could require us to cease doing business there.
Future inflation in China may reduce the demand for our product in China.
In recent years, the Chinese economy has experienced periods of rapid expansion and widely fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action which could inhibit economic activity in China, reduce the demand for imported wine which is considered a luxury product in China, and thereby harm the market for our products.
The costs to meet our reporting requirements as a public company subject to the Exchange Act of ’34 will be substantial and may result in us having insufficient funds to operate our business.
We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $100,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.
Our auditors have questioned our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues.
We hope to obtain significant revenues from future product sales. In the absence of significant sales and profits, we may seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, our auditors believe that substantial doubt exists about our ability to continue operations.
Risks Related to Owning Our Common Stock:
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 may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.
Our articles of incorporation allow us to issue 5,000,000 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.
We lack a public market for shares of our common stock, which may make it difficult for investors to sell their shares.
There is no public market for shares of our common stock. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by such factors as our financial results and introduction of new products and services.
Our common stock is subject to penny stock regulations which may make it difficult for investors to sell their stock.
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If our common stock becomes subject to the penny stock rules, holders of our shares may have difficulty selling those shares.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Property held by us. As of December 31, 2010, we held no real property. We do not presently own any interests in real estate.
Our Facilities. As of December 31, 2010, our offices are located at 17309 Josie Circle, Bellflower, California 90706. From our inception through December 31, 2010, we utilized the office of a founder who is also one of our officers and shareholders. Through June 2007, we did not pay any rent and treated the usage of the office as if it were being donated. We charged the estimated fair value rent of $800 per month to operations. Commencing July 2007 through April 2009, the Company paid its pro rata share of the office rent ranging from $800 to $1,058 a month. Beginning May 2009 through December 31, 2010, the Company did not pay any rent and treated the usage of the office as if it were being donated. It charged the estimated fair value rent of $400 per month to operations. Total rent charged to operations amounted to $4,800 and $6,400 for the years ended December 31, 2010 and 2009, respectively.
Item 3.
Item 3. Legal Proceedings.
There are no legal actions pending against us nor are any legal actions contemplated by us at this time.
Item 4.
Item 4. (Removed and Reserved).
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information. In June 2008, our common stock became eligible for quotation on the Over-the-Counter Bulletin Board under the symbol “IVYD”. As of December 31, 2010, no shares of our common stock have traded.
Reports to Security Holders. We file annual, quarterly and current reports with the Securities and Exchange Commission. The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.
We had 9,224,375 shares of common stock issued and outstanding as of December 31, 2010, which were held by approximately 14 shareholders.
As of December 31, 2010, there are no outstanding shares of our common stock which can be sold pursuant to Rule 144.
As of December 31, 2010, there are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock.
In October 2007, we filed a Registration Statement on Form SB-2 for the registration of 1,524,375 shares of our outstanding common stock. On October 15, 2007, our registration statement was declared effective by the Securities and Exchange Commission. The purpose of the SB-2 was to register shares of common stock held by our existing shareholders. In December 2008, we filed a post-effective amendment to that Registration Statement on Form SB-2 on Form S-1 for the registration of 1,293,125 shares of our outstanding common stock. On January 14, 2009, that post-effective amendment to our registration statement was declared effective by the Securities and Exchange Commission.
Dividend Policy. As of December 31, 2010, there have been no cash dividends declared on our common stock. . We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors and subject to any restrictions that may be imposed by our lenders.
No Equity Compensation Plan. As of December 31, 2010, we do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.
Recent Sales of Unregistered Securities. As of December 31, 2010, there have been no sales of unregistered securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:
In April 2007, we issued 7,900,000 shares of our common stock in exchange for cash of $7,900, or $.001 per share. The shares were issued in a transaction which we believe satisfies the requirements of that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, which exemption is specified by the provisions of Section 4(2) of that act. We believe that those individuals had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the prospective investment. In addition, those individuals had sufficient access to material information about us.
In June 2007, we issued 1,324,375 shares of our common stock to several investors for $0.08 per share. The shares were issued as a result of a private placement offering. There was no general solicitation used in this offering. The shares were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the Securities and Exchange Commission. Specifically, the offer was made to “accredited investors”, as that term is defined under applicable federal and state securities laws, and no more than 35 non-accredited investors. We believe that each purchaser who was not an accredited investor has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. Each investor was given adequate access to sufficient information about us to make an informed investment decision. There were no commissions paid on the sale of these shares. The gross proceeds to us were $105,850.
Use of Proceeds of Registered Securities. There were no sales or proceeds during the calendar year ended December 31, 2010, for the sale of registered securities.
Penny Stock Regulation. Shares of our common stock will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:
·
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
·
a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
·
a toll-free telephone number for inquiries on disciplinary actions;
·
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·
such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:
·
the bid and offer quotations for the penny stock;
·
the compensation of the broker-dealer and its salesperson in the transaction;
·
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·
monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
Purchases of Equity Securities. None during the period covered by this report.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.
This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Critical Accounting Policies and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be 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. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010.
The following discussion of our financial condition and results of operations reflects our Former Business and should be read in conjunction with our audited financial statements for the year ended December 31, 2010. For detailed information on Waxess USA and our current financial condition, please refer to our Current Report on Form 8-K which was filed on February 9, 2011.
For the year ended December 31, 2010 as compared to the year ended December 31, 2009.
Results of Operations.
Revenues. We had no revenue for the years ended December 31, 2010 and 2009.
Operating Expenses and Net Loss. Our net loss from operations of $49,274 for the year ended December 31, 2010. By comparison, our net loss from operations of $42,929 for the year ended December 31, 2009.
Liquidity and Capital Resources. Our total assets were $1,871 as of December 31, 2010, which consisted of cash of $1,871.
Our current liabilities were $25,710 as of December 31, 2010, all of which $25,710 was represented by accounts payable. As of December 31, 2009, our total liabilities were $16,395, $8,664 of which was represented by accounts payable and $7,731 of which was represented by note payable from a related party. We had no other liabilities and no long-term commitments or contingencies as of December 31, 2010.
As of December 31, 2010, we had cash of $1,871, as compared to cash of $845 as of December 31, 2009.
In June 2007, we raised $105,850 in a private placement in exchange for 1,324,375 shares of our common stock, or $0.08 per share. In April 2007, we raised $7,900 in a private placement in exchange for 7,900,000 shares of our common stock, $0.001 per share. We used those proceeds to pay for the development of our wines, marketing expenses and working capital.
In October 2007, we filed a Registration Statement on Form SB-2 for the registration of 1,524,375 shares of our outstanding common stock. On October 15, 2007, our registration statement was declared effective by the Securities and Exchange Commission. The purpose of the SB-2 was to register shares of common stock held by our existing shareholders. In December 2008, we filed a post-effective amendment to that Registration Statement on Form SB-2 on Form S-1 for the registration of 1,293,125 shares of our outstanding common stock. On January 14, 2009, that post-effective amendment to our registration statement was declared effective by the Securities and Exchange Commission.
Effective July 8, 2009, we borrowed $3,000 from our majority shareholder. This note bears interest at 10% per annum, is unsecured, and is due on demand. Effective October 22, 2009, we borrowed $4,500 from our majority shareholder. This note bears interest at 10% per annum, is unsecured, and is due on demand. The balance of this notes payable at December 31, 2009, including accrued interest, was $7,731. We borrowed an additional $4,500 on January 22, 2010 from our parent company. This note bears interest at 10% per annum, is unsecured, and is due on demand.
On April 21, 2010, we borrowed an additional $8,000 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. On July 29, 2010, we borrowed $3,500 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.
On September 30, 2010, we borrowed an additional $4,600 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.
On November 2010, our majority shareholder, CJM, advanced us $2,749, which was credited to equity as donated capital. On December 2010, our majority shareholder, CJM, advanced us $1,800, which was credited to equity as donated capital. On December 31, 2010, our majority shareholder, CJM, forgave $30,325 owed to it by us.
During 2010, we incurred significant accounting costs associated with the audit of our financial statements. In 2011, we expect that the legal and accounting costs of being a public company and costs relating to the business of Waxess USA will impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs and costs relating to the business of Waxess USA, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
On February 4, 2011, we entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Waxess USA, Inc., a privately held California corporation (“Waxess USA”), and Waxess Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”). Under the terms of the merger, all of the outstanding shares of Waxess USA were exchanged for 7,500,000 shares of our common stock. In connection with the merger, our majority shareholder agreed to cancel 8,141,042 shares of our common stock that it held.
We are not currently conducting any research and development activities. We do not anticipate that we will purchase or sell any significant equipment. In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.
Off-Balance Sheet Arrangements. We had no off-balance sheet arrangements as of December 31, 2010.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by Item 8 are presented in the following order:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders of
Waxess Holdings, Inc.
(formerly International Vineyard, Inc.)
San Juan Capistrano, California
We have audited the accompanying balance sheets of Waxess Holdings, Inc. (formerly International Vineyard, Inc.) (A Development Stage Company) as of December 31, 2010 and 2009 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the two years then ended and for the period from April 2, 2007 (inception), through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Waxess Holdings, Inc. (formerly International Vineyard, Inc.) (a Development Stage Company) as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the two years then ended and for the period from April 2, 2007 (inception) through December 31, 2010, 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 1 to the accompanying financial statements, the Company has incurred net losses since inception, and as of December 31, 2010 had an accumulated deficit of $192,863. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Jonathon P. Reuben, C.P.A.
Accountancy Corporation
Torrance, California
March 25, 2011
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
The accompanying notes are an integral part of these financial statements.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
The accompanying notes are an integral part of these financial statements.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
The accompanying notes are an integral part of these financial statements.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(1)
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Delaware on April 2, 2007. The Company is developing a wholesale and distribution business that specializes in providing French and California sourced wines, via several company-owned brands, to the Chinese market. In May 2007, the Company received its license to operate as a distributor from the California Department of Alcoholic Beverage Control. As of December 31, 2010, the Company has not reported any revenue and will continue to report as a development stage company until significant revenues are produced.
On May 8, 2009, the Company became a majority owned subsidiary of CJM Strategies, LLC.
BASIS OF PRESENTATION AND GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred net losses since inception, and as of December 31, 2010, had an accumulated deficit of $192,863. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management recognizes that the Company must generate additional resources to enable it to continue operations. Management intends to raise additional financing through debt financing and equity financing or through other means that it deems necessary, with a view to moving forward and sustaining a prolonged growth in its strategy phases. However, no assurance can be given that the Company will be successful in raising additional capital. Further, even if the company raises additional capital, there can be no assurance that the Company will achieve profitability or positive cash flow. If management is unable to raise additional capital and expected significant revenues do not result in positive cash flow, the Company will not be able to meet its obligations and may have to cease operations.
USE OF ESTIMATES
The preparation 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 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 reported periods. Actual results could materially differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.
The Company maintains a cash balance at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method and with useful lives used in computing depreciation ranging from 3 to 5 years. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
LONG-LIVED ASSETS
The Company accounts for its long-lived assets in accordance with ASC No. 360-10, “Impairment or Disposal of Long-Lived Assets." ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. As of December 31, 2010, the Company did not deem any of its long-term assets to be impaired.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(1)
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (C)
BASIC AND DILUTED INCOME (LOSS) PER SHARE
In accordance with ASC No. 260, "Earnings Per Share," basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2010, the Company did not have any equity or debt instruments outstanding that can be converted into common stock.
PROVISION FOR INCOME TAXES
The Company accounts for income taxes under ASC 740, "Accounting for Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC No. 820, “Fair Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31, 2010. The Company’s financial instruments consist of cash, accounts payable, and note payable - related party. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value.
REVENUE RECOGNITION
The Company has not generated any income since its inception.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2011-01 (ASU 2011-01) Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. ASU 2011-01 temporarily delays the effective date of the disclosures about troubled debt restructurings. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, the guidance is anticipated to be effective for interim and annual period ending after June 15, 2011. The Company does not expect the provisions of ASU 2011-01 to have a material effect on its financial position, results of operations or cash flows.
In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-29 (ASU 2010-29) Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in the Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in the Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company does not expect the provisions of ASU 2010-29 to have a material effect on its financial position, results of operations or cash flows.
In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-28 (ASU 2010-28) Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issued Task Force). The amendments in the Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more like than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-28 to have a material effect on its financial position, results of operations or cash flows.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(2)
PROPERTY AND EQUIPMENT
The computer equipment is being depreciated on a straight-line basis over its estimated useful life of 3 years. Depreciation expense amounted to $311 and $620 for the years ended December 31, 2010 and 2009, respectively.
(3)
STOCKHOLDERS' EQUITY (DEFICIT)
The Company is authorized to issue up to 50,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock. Each share of common stock shall entitle the holder to one vote, in person or by proxy, on any matter on which action of the stockholders of this corporation is sought. The holders of shares of preferred stock shall have no right to vote such shares, with certain exceptions as determined by the Board of Directors.
In April 2007, the Company issued 7,900,000 shares of its common stock to its founders at $.001 per share for an aggregate total of $7,900.
In June 2007, the Company performed a private placement and issued 1,324,375 shares of common stock at $0.08 per share for an aggregate total of $105,850.
In October 2007, the Company submitted its Registration Statement on Form SB-2 for the registration of 1,524,375 shares of its outstanding common stock. On October 15, 2007, the Company’s registration statement was declared effective by the Securities and Exchange Commission.
In May 2009, the Company’s officer paid $15,000 as partial payment towards the balance due the Company’s legal counsel. The remaining balance due of $12,356 was forgiven.
In November 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $2,749 which was credited to equity as donated capital.
In December 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $1,800 which was credited to equity as donated capital.
On December 31, 2010, the Company’s majority shareholder, CJM Strategies, forgave $30,325 owed to it by the Company. As the cancellation of debt was a related party transaction, no gain or loss was recognized on the cancellation and the balance of the debt was credited to equity.
(4)
PROVISION FOR INCOME TAXES
As of December 31, 2010, the Company has an estimated federal net operating loss carryforward of approximately $179,000 which can be used to offset future federal income tax. The federal net operating loss carryforward expires in 2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.
As of December 31, 2010, the Company had the following deferred tax assets that related to its net operating losses. A 100% valuation allowance has been established; as management believes it more likely than not that the deferred tax assets will not be realized:
Federal loss carryforward (@ 34%)
$
60,900
Less: valuation allowance
(60,900
)
Net deferred tax asset
$
--
The Company’s valuation allowance increased by $15,100 and $18,700 for the years ended December 31, 2010 and 2009. Due to the change in ownership as discussed in Note 1, the amount of net operating loss that the Company may utilize in a future year may be limited under IRC Section 382.
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(5)
FAIR VALUE MEASUREMENTS
Determination of Fair Value
The Company’s financial instruments consist of cash and accounts payable and accrued expenses. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.
The Company complies with the provisions of ASC No. 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
Level 1. Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3. Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.
Application of Valuation Hierarchy
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Cash. The Company assessed that the fair value of cash to approximate its carrying value based on the effective yields of similar obligations.
Accounts payable and accrued expenses. The Company assessed that the fair value of this liability to approximates its carrying value due to its short-term nature.
The methodology described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.
The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:
WAXESS HOLDINGS, INC.
(FORMERLY INTERNATIONAL VINEYARD, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(6)
RELATED-PARTY TRANSACTIONS
Effective July 8, 2009, the Company borrowed $3,000 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.
Effective October 22, 2009, the Company borrowed $4,500 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.
Effective January 22, 2010, the Company borrowed $4,500 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.
Effective April 21, 2010, the Company borrowed $8,000 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.
Effective July 29, 2010, the Company borrowed $3,500 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.
Effective September 30, 2010, the Company borrowed $4,600 from its majority shareholder, CJM Strategies, LLC. This note bears interest at 10% per annum, is unsecured, and is due on demand.
In November 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $2,749 which was credited to equity as donated capital.
In December 2010, the Company’s majority shareholder, CJM Strategies, advanced the Company $1,800 which was credited to equity as donated capital.
On December 31, 2010, the Company’s majority shareholder, CJM Strategies, forgave $30,325 owed to it by the Company. As the cancellation of debt was considered a related party transaction, no gain or loss was recognized on the cancellation and the balance of the debt was credited to equity.
From the Company’s inception through April 2009, the Company utilized the office of a founder who is also a shareholder of the Company. Through June 2007, the Company did not pay any rent and treated the usage of the office as if it were being donated. It charged the estimated fair value rent of $800 per month to operations. Commencing July 2007 through April 2009, the Company paid its pro rata share of the office rent ranging from $800 to $1,058 a month. Beginning May 2009 through December 31, 2010, the Company did not pay any rent and treated the usage of the office as if it were being donated. It charged the estimated fair value rent of $400 per month to operations. Total rent charged to operations amounted to $4,800 and $6,400 for the years ended December 31, 2010 and 2009, respectively.
Subsequent Events
On February 3, 2011, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State for the purpose changing its name to “Waxess Holdings, Inc.” and to increase its authorized capital stock to 125,000,000 shares, of which 100,000,000 shares will be Common Stock, par value $0.001 per share, and 25,000,000 shares will be preferred stock (currently undesignated), par value $0.001 per share.
On February 4, 2011, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Waxess USA, Inc., a privately held California corporation (“Waxess USA”), and Waxess Acquisition Corp., a newly formed, wholly-owned Delaware subsidiary (“Acquisition Sub”). Under the terms of the merger, all of the outstanding shares of Waxess USA were exchanged for 7,500.000 shares of the Company’s common stock. In connection with the merger, the Company’s majority shareholder agreed to cancel 8,141,042 shares of the Company’s common stock that it held.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no changes in or disagreements with our accountants since our formation required to be disclosed pursuant to Item 304 of Regulation S-K.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of disclosure controls and procedures.
We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of December 31, 2010, the date of this report, our former chief executive officer and former chief financial officer concluded that our disclosure controls and procedures were effective for the size and activity of the Company at that time.
Management's annual report on internal control over financial reporting.
Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers 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 accordance with generally accepted accounting principles and 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 our assets;
·
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 management and our 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.
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Prior to February 4, 2011, we were a shell company, with limited staff and financing. On February 4, 2011, we completed a merger with Waxess USA, a California corporation. In the merger, management of that corporation became our new management and we changed our name from International Vineyard, Inc. to Waxess Holdings, Inc. Our current management has been informed by our former management, which consisted of one individual who acted as chief executive officer and principal financial officer, that it conducted an evaluation of the effectiveness of our internal control over financial reporting. Based upon its evaluation, our former management concluded that there was a material weakness in our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.
The material weakness related to the lack of segregation of duties and responsibilities with respect to our cash control over the disbursements related thereto. The lack of segregation of duties resulted from our limited accounting staff.
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this report.
Changes in internal control over financial reporting.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed quarter 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 and Corporate Governance.
Executive Officers and Directors. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
The following persons became our executive officers and directors on March 22, 2011, and hold the positions set forth opposite their respective names.
Our directors hold office until the earlier of their death, resignation or removal or until their successors have been qualified.
There are no family relationships between any of our directors and our executive officers.
Hideyuki Kanakubo - President, Chief Executive Officer and Director. Mr. Kanakubo has been our President, Chief Executive Officer and a Director since the Merger. Mr. Kanakubo has been the President, Chief Executive Officer and a Director of Waxess since it was incorporated in February 2008. Since its founding in August 2004, he has been the Chief Executive Officer of Waxess Inc., the entity that originally developed Waxess’ products. From1983 to 2000 he served in various capacities at Uniden, including Division Chief in Satellite Division, VP of Uniden America, and President of Uniden USA and Uniden Financials Inc, a Holding Companies for all Uniden subsidiaries in USA including Uniden America, and managing director of Uniden Japan. From 2000 to 2002, he created a joint venture between Uniden and Memorex and he left Uniden to form a company that he owned and funded himself. This entity received an order request but when the manufacturer in Korea failed to timely deliver the product and then sued the company, the company filed Chapter 7 bankruptcy due to lack of working capital.
Jerome Kaiser - Chief Financial Officer and Secretary. Mr. Kaiser has been our Chief Financial Officer and Secretary since the Merger. Since March 2010, he has served as the Chief Financial Officer and Secretary of Waxess. From March 2006 until July 2009, he served as the Executive Vice President, Chief Financial Officer and Corporate Secretary of ORXYE Energy International, a clean energy company. From January 2005 until February 2006, he served as a Vice President and Group Finance Director of Liz Claiborne, Inc. (NYSE: LIZ). Prior to 2005, Mr. Kaiser served in various financial management positions with Meguiar’s, Inc., a manufacturer and marketer of car care products; Mikasa, Inc., a publicly traded wholesaler of fine tableware; and Ultramar, Inc., a publicly traded refiner and marketer or integrated oil products. Mr. Kaiser began his career in public accounting at PriceWaterhouse. He is a certified public accountant and is a member of the California State Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Following his departure from ORXYE Energy International, the board of directors elected to assign the assets of ORXYE Energy International to a newly created company, ORYXE International. ORXYE Energy International subsequently filed for bankruptcy.
Larry Paulson - Chairman of the Board of Directors. Mr. Paulson has been the Chairman of our Board of Directors since the date of the Merger. Since January 1, 2011, Mr. Paulson has served as Executive Vice President and Chief Marketing Officer of Brightpoint, Inc. (NASDAQ: CELL), a global leader in providing supply chain solutions to leading stakeholders in the wireless industry. He has been working closely with Brightpoint since June 2010 as Senior Strategic Development Advisor, where he also served as a member of the Global Executive Team and led critical initiatives in strategic planning, development and investments, and product portfolio and service expansion. From 1997 until November 2010, Mr. Paulson served as senior vice president and general manager of the Nokia CDMA Business Unit and also served as president of Technophone Corporation, a Nokia owned subsidiary, president of Nokia Product Corporation, another Nokia owned subsidiary, and vice president of Americas Business Development. His responsibilities included product roadmaps, business planning, feature strategies and application activities for all Nokia CDMA products worldwide.
Dr. James Canton - Director. Dr. Canton has been a member of our Board of Directors since the date of the Merger. Dr. Canton has served as the Chairman and Chief Executive Officer of the Institute for Global Futures, a leading think tank that he founded in 1990. He advises Global Fortune 1000 companies, including: IBM, BP, Intel, Philips, General Electric, Hewlett Packard, Boeing, FedEx, and Proctor & Gamble. Dr. Canton is a former executive director of the Health Policy Council. He served on the advisory board of MIT’s Media Lab Europe. He is a senior fellow at the Kellogg School of Management Center for Research in Innovation. He serves on the Corporate Eco-Forum Advisory Board. He served as co-chairman of the Futures and Forecasting Track for NASA and has advised three White House administrations. Dr. Canton was also a business and strategic planning executive at Apple Computer.
J. Steven Roush - Director. Mr. Roush has been a member of our Board of Directors since the date of the Merger. He was with PricewaterhouseCoopers for 39 years, 30 of those as a partner. He served as an office managing partner, an SEC review partner for 20 years, and a risk management partner. Over his career, Mr. Roush has experience in a diverse number of industries ranging from manufacturing, non-profits and retail, with a concentration in real estate and pharmaceuticals. He has a background in dealing with both private and public company boards 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. All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist) serve at the discretion of the board. Currently, directors receive no compensation.
There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.
Code of Ethics. As of December 31, 2010, we do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics.
Nominating Committee. Our entire Board participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates' skills and experience are complementary to the existing Board's skills and experience as well as the Board's need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit our needs.
The Board will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our Corporate Secretary, Jerome Kaiser 1401 Dove Street, Suite 220, Newport Beach, CA 92660. Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration. The Board will not evaluate candidates proposed by stockholders any differently than other candidates.
Audit Committee Financial Expert. As of December 31, 2010, our board of directors does not have an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.
Audit Committee. As of December 31, 2010, the board of directors acts as the audit committee. The board of directors does not have an audit committee financial expert. The board of directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.
Item 11.
Item 11. Executive Compensation
Summary Compensation Table. The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our former principal executive officer and our only other executive officer during the years ended December 31, 2010 and 2009.
*On May 9, 2009, Keith Bootow resigned his positions as our President and Secretary.
Except as set forth above, none of our officers and/or directors currently receives any compensation for their respective services rendered to the Company. Officers and directors have agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until we have generated sufficient revenues from our operations.
Stock Options/SAR Grants. As of December 31, 2010, no grants of stock options or stock appreciation rights were made since our date of incorporation in April 2007.
Long-Term Incentive Plans. As of December 31, 2010, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or change in control of us.
Employment Contracts and Termination of Employment. As of December 31, 2010, we do not anticipate that we will enter into any employment contracts with any of our employees. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).
Outstanding Equity Awards at Fiscal Year-end. As of the year ended December 31, 2010, the following named executive officer had the following unexercised options, stock that has not vested, and equity incentive plan awards:
Director Compensation. Our former director received the following compensation for his service as director during year ended December 31, 2010:
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following tables set forth certain information as of February 8, 2011regarding the beneficial ownership of our common stock, taking into account the consummation of the Merger and the Stock Cancellation, by (i) each person or entity who, to our knowledge, owns more than 5% of our common stock; (ii) our executive officers named in the Summary Compensation Table below; (iii) each director; and (iv) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Waxess Holdings, Inc., 1401 Dove Street, Suite 220, Newport Beach, CA 92660. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of February 8, 2011, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.
(1)
Based on 8,583,333 shares of our common stock issued and outstanding as of February 8, 2011.
(2)
Does not include warrants issuable to purchase shares of the Company’s common stock which would give Brightpoint, Inc. a 19.9% ownership interest in the Company.
(3)
Includes 1,095,987 shares of common stock held by SKCC, Inc. of which Mr. Kanakubo has voting and dispositive power.
(4)
Does not include options granted on February 4, 2011 to purchase 451,754 shares of common stock exercisable at $2.00 per share and which shall vest in eight (8) equal quarterly installments.
(5)
Does not include options granted on February 4, 2011 to purchase 100,000 shares of common stock exercisable at $2.00 per share and which shall vest in eight (8) equal quarterly installments.
(6)
Does not include options granted on February 4, 2011 to purchase 100,000 shares of common stock exercisable at $2.00 per share and which shall vest in eight (8) equal quarterly installments.
(7)
Includes 599,416 shares of common stock held by Clear Creek Holdings LP of which Mr. Liu has voting and dispositive power.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
We are not aware of any other arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S-K.
Changes in Control. Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.
No Equity Compensation Plan. We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships. Keith Bootow, our former officer and director, is the father of Brian Bootow, formerly one of our principal shareholders.
Related Party Transactions. There have been no related party transactions which would be required to be disclosed pursuant to Item 404 of Regulation S-K, except for the following:
In April 2007, we issued a total of 7,900,000 shares of our common stock to Keith Bootow and Robert DeMate, who were our promoters and served as our officers and directors, though Mr. Bootow resigned his positions in 2009 and Mr. DeMate continues to serve as our sole officer and director. These shares were issued in exchange for cash of $7,900, or $0.001 per share.
In February 2011, our majority stockholder agreed to cancel 8,141,042 shares of our common stock, resulting in 1,083,333 shares of common stock held by persons who were stockholders of ours prior to the Merger remaining outstanding. These 1,083,333 shares constitute our “public float” and are our only shares of registered common stock and accordingly are our only shares available for resale without further registration.
As of December 31, 2010, our offices are located at 17309 Josie Circle, Bellflower, California 90706. From the our inception through April 2009, we utilized the office of a founder who is also one of our shareholders. Through June 2007, we did not pay any rent and treated the usage of the office as if it were being donated. We charged the estimated fair value rent of $800 per month to operations. Commencing July 2007 through April 2009, we paid our pro rata share of the office rent ranging from $800 to $1,058 a month. Beginning May 2009 through December 31, 2010, we did not pay any rent and treated the usage of the office as if it were being donated. We charged the estimated fair value rent of $400 per month to operations. Total rent charged to operations amounted to $4,800 and $6,400 for the years ended December 31, 2010 and 2009, respectively.
There are no written agreements for the transactions disclosed above.
On May 8, 2009, CJM Strategies, LLC (“CJM”) purchased 1,500,000 shares of our common stock, from each of the following individuals: Keith Bootow, our outgoing President, Secretary and a director, Robert DeMate, our Chief Financial Officer and a director, Michael Speakman, Brian Bootow and Michael T. Leake. In the aggregate, CJM purchased a total of 7,500,000 shares of common stock from those individuals for an aggregate consideration of approximately $45,688. The source of funding for the purchase of those shares was CJM's working capital. Prior to the purchase of those 7,500,000 shares, CJM owned 1,256,250 shares of our common stock as a result of certain share purchase transactions that occurred in April 2009. CJM therefore owns an aggregate of 8,756,250, shares of our common stock, or 94.92% of our issued and outstanding common stock as a result of the completion of the share purchase transactions. As a consequence thereof, we experienced a change in control and CJM has voting control of us. There are no arrangements of understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters.
Effective July 8, 2009, we borrowed $3,000 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. Effective October 22, 2009, we borrowed $4,500 from CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. The balance of these notes payable at December 31, 2009, including accrued interest, was $7,731. On January 22, 2010, we borrowed an additional $4,500 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.
On April 21, 2010, we borrowed an additional $8,000 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand. On July 29, 2010, we borrowed $3,500 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.
On September 30, 2010, we borrowed an additional $4,600 from our majority shareholder, CJM. This note bears interest at 10% per annum, is unsecured, and is due on demand.
On November 2010, our majority shareholder, CJM, advanced us $2,749, which was credited to equity as donated capital. On December 2010, our majority shareholder, CJM, advanced us $1,800, which was credited to equity as donated capital.
On December 31, 2010, our majority shareholder, CJM, forgave $30,325 owed to it by us.
We believe that each reported transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.
There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:
·
disclose such transactions in prospectuses where required;
·
disclose in any and all filings with the Securities and Exchange Commission, where required;
·
obtain disinterested directors consent; and
·
obtain shareholder consent where required.
Director Independence. Members of our Board of Directors are not independent as that term is defined by defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.
Item 14.
Item 14. Principal Accountant Fees and Services.
Audit Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2010 and 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $13,694 and $16,800, respectively.
Audit-Related Fees. For the fiscal year ended December 31, 2010, we were billed a total of $3,800 by a separate accountant for consulting services in preparation for the annual audit and quarterly reviews of the financial statements. For the fiscal year ended December 31, 2009, we were billed $3,475 for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”
Tax Fees. For the fiscal years ended December 31, 2010 and December 31, 2009, our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $700 and $1,000, respectively.
All Other Fees. None.
Pre-Approval Policies and Procedures. Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.
Item 15.
Item 15. Exhibits
(a)
Financial Statements.
Included in Item 8
* Incorporated by reference to our Current Report on Form 8-K filed on February 9, 2011.
SIGNATURES
Pursuant to the requirements 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.
WAXESS HOLDINGS, INC.
a Delaware corporation
March 28, 2011
By:
/s/ Hideyuki Kanakubo
Hideyuki Kanakubo
President, Chief Executive Officer,
and a Director
(Principal Executive Officer)
March 28, 2011
By:
/s/ Jerome Kaiser
Jerome Kaiser
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:
/s/ Hideyuki Kanakubo
March 28, 2011
Hideyuki Kanakubo
President, Chief Executive Officer,
and a Director
(Principal Executive, Financial and Accounting Officer)