ITEM 1. BUSINESS
Company Overview
Coastline Corporate Services, Inc. was incorporated on October 27, 2006 under the laws of the State of Florida.
Our Business: Principal Products or Services and Their Markets
We are a Company with the principal business objective to provide electronic filing services for clients that need to electronically file prospectuses, registration statements, and other documents pursuant to federal securities laws with the US Securities and Exchange Commission via the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). The SEC requires public companies to file disclosure information with the SEC in an electronic format rather than by the traditional paper filing package. This electronic format, ASCII, HTML, or Legacy, includes additional submission information and coding “tags” within the document for aid in the SEC’s analysis of the document and in the retrieval by the public. These electronically formatted documents are generally delivered by direct telecommunications, but may be delivered on magnetic computer tape or by diskette. EDGAR allows registrants to file, and the public to retrieve, disclosure information electronically.
Coastline Corporate Services, Inc. is a full-service EDGARizing firm that files EDGAR reports on behalf of public companies. The scope of work a full-service EDGARizing firm undertakes is as follows:
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Filing for EDGAR access codes;
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Conversion of document to EDGAR acceptable format;
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Client approval of EDGARized document; and
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Electronic filing of the document.
Management of the Company believes that public companies, through its services, will have the opportunity to receive all of the advantages of using an EDGAR filing agent, while keeping costs and fees to a minimum.
Business Development
From inception until July 8, 2010, Toni A. Eldred was the majority owner and President of the organization. On July 8, 2010, Ms. Eldred entered into a Stock Purchase Agreement which provided for the sale of 600,000 shares of common stock of the Company (the “Purchased Shares”) to Daulat (Dan) Nijjar (the “Purchaser”). The consideration paid for the Purchased Shares, which represent 75.7% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $331,560. In addition, Mr. Nijjar acquired a total of 47,500 shares of common stock from three other shareholders resulting in Mr. Nijjar owning a total of 647,500 common shares, or 81.7% of the issued and outstanding share capital of the Company on a fully-diluted basis.
Effective as of July 8, 2010, in connection with the disposition of the Purchased Shares Toni A. Eldred resigned from her positions as the President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of the Company and the Board of Directors of the Company elected Daulat (Dan) Nijjar as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director of the Company.
The additional shares acquired by Mr. Nijjar related to 22,500 common shares acquired from Alex Long who resigned as a Director of the Company on July 5, 2010, 20,000 common shares acquired from Nanuk Warman who resigned as a Director of the Company on June 30, 2010, and 5,000 common shares acquired from Dragon Investment Group which is an investment firm controlled by Ms. Eldred.
Subsequent to the share transactions, Mr. Nijjar owns 647,500 shares of common stock of the Company, or 81.7%, and the Board of Directors consists of Mr. Nijjar and Ms. Eldred. There are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters.
To meet our need for cash we raised money from a regulation D 506 Offering for U.S. citizens and Regulation S for non-U.S. citizens. We believe we will have sufficient working capital to meet our needs for the next twelve months. If we are unable to generate meaningful revenues during the next twelve months, or if we are unable to make a reasonable profit after twelve months, we may have to cease operations. At the present time, we have not made any plans to raise additional cash other than through our own operations.
If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.
Employees
Since inception on October 27, 2006, we have had one full time employee, Toni A. Eldred. As our President, and now serving only as a Director of the Company, Ms. Eldred has provided the labor necessary to support the operation. We currently have no other key employees. Ms. Eldred is not receiving pay or other stock benefits for her performance. Ms. Eldred declined to take any salary until the Company generated more revenue and profits. There are no key consulting contracts with any individuals or companies at this time.
We do not believe that there is a critical need for a specific type of candidate we would use in our business.
ITEM 1A.
ITEM 1A. RISK FACTORS
We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small business. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.
Our ability to achieve and maintain profitability and positive cash flow will be dependent upon:
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Management’s ability to maintain the skills for our conversion services;
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The Company’s ability to keep abreast of the changes by the Securities and Exchange Commission regarding its EDGAR system;
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Our ability to attract customers who require the services we offer; and
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Our ability to generate revenues through the sale of our services to potential clients who need our filing services.
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues to cover our expenses. We cannot be sure that we will be successful in generating revenues in the future. Failure to generate sufficient revenues will cause us to go out of business and any investment in our Company would be lost.
Managing a small public company involves a high degree of risk. Few small public companies ever reach market stability and we will be subject to oversight from governing bodies and regulations that will be costly to meet. Our present officers and directors do not have any experience in managing a fully reporting public company so we may be forced to obtain outside consultants to assist with our meeting these requirements. These outside consultants are expensive and can have a direct impact on our ability to be profitable. This will make an investment in our Company a highly speculative and risky investment.
While the Company is attempting to disclose all of the potential risks associated with an investment in the Company, there can be no assurance that all of the risks are visible to management. Events occurring in the future may be additional risks to an investment in the Company which are currently unforeseen.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Our principal business location is at 111 2nd Avenue NE, Suite 900, St. Petersburg, Florida, which we rent on a month-to-month basis. The monthly rent of $165 is considered by management to be at fair market value for the space being provided. We own our furniture, computers, ancillary equipment and office supplies. Our office is located in downtown St. Petersburg, Florida in a commercial office building.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not engaged in any litigation, and we are unaware of any claims or complaints that could result in future litigation. We will seek to minimize disputes with our customers but recognize the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.
ITEM 4.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Price Range of Common Stock
The Company’s common stock is listed on the Over the Counter Bulletin Board ("OTC: BB") under the symbol “CCSV”. The Company received its "Notice of Effectiveness" on April 18, 2008 from the SEC. The Company is currently making arrangements for market makers. The Company's stock has not commenced trading on the exchange, therefore there has not been any bid or offer price established for trading.
Approximate Number of Equity Security Holders
On June 29, 2010 the Company's common stock had no closing price quotation. As of June 29, 2010, there were approximately 33 holders of record of the Company’s common stock.
Dividends
We have not declared or paid cash dividends on our common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following financial data is derived from, and should be read in conjunction with, the “Financial Statements” and notes thereto. Information concerning significant trends in the financial condition and results of operations is contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in the filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
This report includes a number of forward looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward looking statements, which apply only as of the date of this quarterly report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
Coastline was previously a development stage company that was in the early stages of commercialization of providing EDGARizing services to corporations required to file periodic reports with the US Securities & Exchange Commission. Since our inception in October 2006, we have: 1) completed a private placement which has provided us with the necessary seed capital to begin operations, 2) filed and have had declared effective a registration statement with the SEC on form SB-2, 3) established commercial operations. Since we have achieved our initial development and established a recurring base revenue stream, management considers that the company is no longer a development stage enterprise.
We anticipate that our business will incur operating losses in the future until that point in time, if ever, that our revenues from our Edgarization services exceeds our operation expenses.
Our existence is dependent upon managements’ ability to develop profitable operations. While management anticipates Coastline will attain profitable status through the further development and expansion in the number of customers that utilize our services, there can be no assurances that we will ever reach profitability.
Revenues
For the Year ended April 30, 2010 and for the Year ended April 30, 2009 we had revenues from our operations of $2,800 and $11,603, respectively. Revenues were derived from our EDGARizing services.
Expenses
The major component of our expenses for the year ended April 30, 2010 and April 30, 2009 was professional fees of $7,000 and $14,505, respectively. Selling, General and Administrative expenses were $4,014 and $6,587 for the years ended April 30, 2010 and for the Year Ended April 30, 2009, respectively. Employee compensation and payroll taxes were $0 and $0; Occupancy (rent) was $1,155 and $1,809 for the years ended April 30, 2010 and for the year ended April 30, 2009, respectively; and Bad Debt expenses was $2,200 and $5,515 for the years ended April 30, 2010 and for the Year Ended April 30, 2009, respectively.
Net Losses
Our net loss for the year ended April 30, 2010 and for the year ended April 30, 2009 was $11,885 and $16,971, respectively. The losses were primarily due to the professional fees, auditor fees, employee compensation, general and administrative expenses, Bad debt expenses and occupancy expenses. We expect to continue to incur losses from our operations until such time, if ever, that we begin to successfully generate sufficient revenues to cover our operating expenses.
Liquidity and Capital Resources
As of April 30, 2010 we had cash and cash equivalents of $324. While we have begun commercial operations we do not believe that the revenues from our operations will be sufficient to cover our operating expenses during the next twelve months, and we believe we will likely incur additional losses during the next twelve months. While we expect to incur losses during the next twelve months, we believe that we have sufficient working capital to sustain our operating expenses and any losses.
We do not anticipate that our revenues will increase to off-set any operating expenses above and beyond our current run rate. Additionally, we do not expect to incur the same rate of legal and audit expense associated with the initial registration. We do not anticipate that there will be need to raise any additional capital over the next twelve months.
Our independent certified public accountants stated in their report dated July 29,2010 that the “Company has generated nominal revenue and has not established operations which raise substantial doubt about its ability to continue as a going concern”.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Management Consideration of Alternative Business Strategies
In order to continue to protect and increase shareholder value management believes that it may, from time to time, consider alternative management strategies to create value for the company or additional revenues. Strategies to be reviewed may include acquisitions; roll-ups; strategic alliances; joint ventures on large projects; and/or mergers.
Management will only consider these options where it believes the result would be to increase shareholder value while continuing the viability of the company.
Critical Accounting Policies
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.
The company issued stock options and follows guidance in Accounting Standards Codification Topic (Topic 505 and 718) “Share-Based Payment” which requires all share-based payments to employees, including grants of employee stock options to be recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.
The Company issued restricted stock for various business and administrative services. For these transactions the Company follows the guidance in Accounting Standards Codification Topic 505 "Accounting for Equity Instruments that are issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services". Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. All stock issued was for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions as of April 30, 2010 and for year ended April 30, 2009
Recent Accounting Pronouncements
In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, primarily changes that effect small registrants in the capital markets.
The Company does not have exposure to many market risks, such as potential loss arising from adverse change in market rates and prices, such as foreign currency exchange and interest rates. We do not hold any derivatives or other financial instruments for trading or speculative purposes.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Randall N. Drake, C.P.A., P.A.
Promenade Way
Clearwater, FL 33760
727.536.4863
Randall@RDrakeCPA.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Coastline Corporate Services, Inc.
St. Petersburg, Florida
We have audited the accompanying balance sheets of Coastline Corporate Services, Inc as of April 30, 2010 and April 30, 2009 and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two year period ended April 30, 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 audit.
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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2010 and 2009 and the results of its operations and its cash flows for each of the years in the two year period ended April 30, 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 Footnote 3 to the financial statements, the Company has generated nominal revenue and has not established operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Footnote 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Randall N. Drake, CPA PA
Randall N. Drake, CPA PA
Clearwater, Florida
July 29,
COASTLINE CORPORATE SERVICES, INC.
Balance Sheets
The accompanying notes are an integral part of these statements.
COASTLINE CORPORATE SERVICES, INC.
Statement of Operations
The accompanying notes are an integral part of these statements.
COASTLINE CORPORATE SERVICES, INC.
Statements of Cash Flow
The accompanying notes are an integral part of these statements.
COASTLINE CORPORATE SERVICES, INC.
Statement of Stockholders’ Equity
The accompanying notes are an integral part of these statements.
COASTLINE CORPORATE SERVICES, INC.
Notes to Financial Statements
As of April 30, 2010 and April 30, 2009
1. GENERAL ORGANIZATION AND BUSINESS
Coastline Corporate Services, Inc. (the Company) was incorporated under the laws of the State of Florida on October 27, 2006. The Company operates on an April 30 fiscal year end.
The Company provides services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission (“SEC”). The SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. Our primary emphasis is on converting a Company’s Word, WordPerfect or other type of word processed documents to ASCII, Legacy or HTML format suitable for filing with EDGAR.
2. DEVELOPMENT STAGE ENTERPRISE
The Company, in prior periods, presented financial statements as a development stage enterprise. In the initial year the Company, devoted substantially all of its efforts to raising capital, planning and implementing the principal operations. The Company may continue to incur significant operating losses and to generate negative cash flow from operating activities. The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control. However, management believes that the Company has established the primary business development plan.
3. GOING CONCERN
The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which assumes the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The Company incurred a net loss of $11,885 and $16,971 for the years ended April 30, 2010 and for the year ended April 30, 2009, respectively. The Company has $324 of cash with which to satisfy any future cash requirements. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed are:
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.
COASTLINE CORPORATE SERVICES, INC.
Notes to Financial Statements
As of April 30, 2010 and April 30, 2009
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts receivable consist of charges for service provided to customers. The Company will recognize revenue when services have been provided and collection is reasonably assured. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables.
Property and equipment is stated at cost. Depreciation is computed by the straight-line method over estimated useful lives (five years for property and equipment). The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at April 30, 2010.
In accordance with Statement of Accounting Standards Codification (Topic 360), "Accounting for Impairment or Disposal of Long-Lived Assets," long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
The Company issues stock options and follows guidance in Accounting Standards Codification Topic(Topic 505 and 718) , “Share-Based Payment” which requires all share-based payments to employees, including grants of employee stock options to be recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.
The Company issued restricted stock for various business and administrative services. For these transactions the Company follows the guidance in Accounting Standards Codification Topic 505 "Accounting for Equity Instruments that are issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services". Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. All stock issued was for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions as of April 30, 2010 and April 30, 2009 .
The costs of advertising are expensed as incurred. Advertising expense was $0 and $0 for the years ending April 30, 2010 and for the year ended April 30, 2009, respectively.
COASTLINE CORPORATE SERVICES, INC.
Notes to Financial Statements
As of April 30, 2010 and April 30, 2009
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company accounts for income taxes under Accounting Standards Codification Topic 740, “Accounting for Income Taxes,” which requires use of the liability method. Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
The Company follows in Accounting Standards Codification (Topic 260), “Earnings Per Share.” Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares plus the effect of the dilutive potential common shares outstanding during the period using the treasury stock method. There are no share equivalents for any periods presented and, thus, anti-dilution issues are not applicable.
5. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
6. PROPERTY AND EQUIPMENT
Property and Equipment, as of April 30 consists of:
Depreciation expense was $316 and $158 for the years ended April 30, 2010 and for the year ended April 30, 2009, respectively.
COASTLINE CORPORATE SERVICES, INC.
Notes to Financial Statements
As of April 30, 2010 and April 30, 2009
7. PROVISION FOR INCOME TAXES
The Company has not recognized an income tax benefit for its operating losses generated since inception based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the years presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of April 30, 2010, the Company incurred net operating losses of approximately $75,175. Net operating losses generated begin to expire in the taxable year of 2027
8. STOCKHOLDERS’ EQUITY
The Company has no potentially dilutive securities outstanding at the end of the statement periods, such as warrants or options.
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.
9. EARNINGS PER SHARE
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.
The Company has no potentially dilutive securities outstanding at the end of the statement periods. Therefore, the basic and diluted earnings (loss) per share are presented on the face of the statement of operations as the same number.
The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table for the years ended April 30:
10. COMMITMENTS AND CONTINGENCIES
The Company has had limited need for use of office space or equipment. Any use of office space or equipment is being supplied through sublease of office space and charges are based on occupancy use at the fair value of the space occupied, currently valued at $165 per month. This arrangement is on a month to month basis, cancellable upon 30 days notice. Rent expense totaled $1,155 and $1,809 for the year ended April 30, 2010 and for the year ended April 30, 2009, respectively.
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
COASTLINE CORPORATE SERVICES, INC.
Notes to Financial Statements
As of April 30, 2010 and April 30, 2009
11 SUBSEQUENT EVENT - CHANGE IN CONTROL
On July 8, 2010, the Company entered into a share exchange agreement, or the Stock Purchase Agreement, with Daulat Nijjar (the buyer), and Toni A. Eldred (the seller), the majority shareholder of the Company. Pursuant to the Stock Purchase Agreement, on July 8, 2010, Mr. Nijjar purchased in the aggregate 600,000 shares of common stock, par value $.001 per share of the Company, from Ms. Eldred for an aggregate purchase price of $0.5526.
At such time, in connection with the disposition of the Purchase Shares Toni Eldred resigned from all positions, released the company of the $8,800 shareholder liability as contributory capital, and the Board of Directors elected Daulat Nijjar to all positions completing the change of control.
The agreements can be read on Form 8-K filed July 8, 2010 with the Securities and Exchange Commission
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in our accountants and have no disagreements with regard to accounting and financial disclosure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and acting Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending April 30, 2010 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and acting Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company’s Chief Executive Officer and acting Chief Financial Officer does not relate to reporting periods after April 30, 2010.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision of the Company’s Chief Executive Officer and acting Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2010 under the criteria set forth in the in Internal Control-Integrated Framework.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses exist due to a lack of segregation of duties, resulting from the Company's limited resources.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the year ended April 30, 2010, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Changes in Internal Controls
There were no significant changes in the Company’s internal controls, or other factors, that could significantly affect the Company’s controls subsequent to the date of the evaluations performed by the executive officers of the Company. No deficiencies or material weaknesses were found that would require corrective action.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The names and ages of our directors and executive officers are set forth below. Our By-Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.
Directors and Executive Officers
From inception until July 8, 2010, Toni A. Eldred was the majority owner and President of the organization. On July 8, 2010, Ms. Eldred entered into a Stock Purchase Agreement which provided for the sale of 600,000 shares of common stock of the Company (the “Purchased Shares”) to Daulat (Dan) Nijjar (the “Purchaser”). The consideration paid for the Purchased Shares, which represent 75.7% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $331,560. In addition, Mr. Nijjar acquired a total of 47,500 shares of common stock from three other shareholders resulting in Mr. Nijjar owning a total of 647,500 common shares, or 81.7% of the issued and outstanding share capital of the Company on a fully-diluted basis.
Effective as of July 8, 2010, in connection with the disposition of the Purchased Shares Toni Eldred resigned from her positions as the President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of the Company and the Board of Directors of the Company elected Daulat (Dan) Nijjar as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director of the Company.
The additional shares acquired by Mr. Nijjar related to 22,500 common shares acquired from Alex Long who resigned as a Director of the Company on July 5, 2010, 20,000 common shares acquired from Nanuk Warman who resigned as a Director of the Company on June 30, 2010, and 5,000 common shares acquired from Dragon Investment Group which is an investment firm controlled by Toni Eldred.
Subsequent to share transactions, Mr. Nijjar owns 647,500 shares of common stock of the Company, or 81.7%, and the Board of Directors consists of Mr. Nijjar and Ms. Eldred. There are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters.
Background of Executive Officers and Directors
-Dan Nijjar is an accomplished businessman who owned and operated an Ace Hardware Store from 1992 to 2001. Since the sale of his business Mr. Nijjar has been involved in real estate development.
- Toni A. Eldred has been the President, Treasurer, Chief Executive Officer and Chief Financial Officer of the Company since our inception until July 8, 2010. She has been a Director since inception of the Company. From July 2003 until December 2005, Ms. Eldred served as the vice-president of operations of Island Capital Management, LLC, d/b/a, Island Stock Transfer (“Island”). Ms. Eldred’s duties at Island Stock Transfer included interacting with the management of publicly held companies who utilized the transfer and registrar services of Island, establishing written policies and procedures for Island, maintaining shareholder records for the accounts of Island, and effecting securities processing and transfers for the clients of Island. Ms. Eldred was employed by the State of New Jersey from October 1981 until June 2002 in a variety of administrative and IT support positions. Ms. Eldred’s last position with the State of New Jersey was within the MIS area in the Department of Law and Public Safety where she was responsible for software training and other IT support functions.
- Alex Long has served as a Director from December 2006 to July 5, 2010. Prior to joining CCSI, Mr. Long was President, Secretary, Treasurer, and Director of UGODS, Inc., an exploration company engaged in the acquisition and exploration of mineral properties to exploit any economically viable mineral deposits. UGODS, Inc., a fully reporting, publicly traded company, underwent a change in control in February 2007, during which Mr. Long resigned as officer and director. In February of 1993 he launched Canada’s Finest Beers Ltd. As the president of this company, Mr. Long purchased all the necessary equipment and was personally in charge of the Company’s production. He brought on board a European brew master as well as an engineer from Labbatt Breweries of Canada. Mr. Long also acquired the essential federal and provincial licensing required and assisted in the marketing and advertising aspects of the product. He saw the development of the company to completion and negotiated the sale of the company in March of 1997. From April 1996 to the present, Mr. Long has operated a similar project, Canada’s Finest Waters Inc., as its president. Starting the company with the intention of bottling spring and mineral water, he spent more than eighteen months conducting research, planning and development. During that time he also joined the International Bottled Water Association; attending trade shows, workshops and seminars on bottled water. Mr. Long visited various water bottling companies in the US and Canada and also brought together labeling, marketing and delivery companies to facilitate production.
- Nanuk Warman has served as a Director from December 2006 to June 30, 2010. Mr. Warman graduated from the British Columbia Institute of Technology (BCIT), located in Burnaby B.C. Canada, in June 1995 with a Diploma in Technology in Financial Management, specializing in Finance. He obtained his Certified Management Accountant (CMA) designation in October 1998 and has been a member in good standing since with the Certified Management Accountants Society of British Columbia. Mr. Warman is a self-employed consultant (since 1998), assisting companies with their preparation of financial statements for review and audit by independent accounting firms and with ongoing accounting compliance matters. In addition to his position as Director of Coastline, Mr. Warman is also President and Chief Financial Officer of Mariposa Resources, Ltd., an exploration stage company that trades on the OTCBB under the symbol of MPSR. He has held this position since May 31, 2006. From 2000 to 2003, he served as president of Neutron Enterprises, Inc., a company that trades on the OTCBB under the symbol of NTRN. From 1996 - 1998, he worked as a staff accountant for KPMG, in their Independent Business and Accounting Services department. His duties were to perform Notice to Reader and Review engagements for private corporations, as well as corporate and personal Canadian tax planning and filing
Code of Ethics
We have adopted a code of ethics as of March 31, 2007 that applies to our principal executive officer, principal financial officer, and principal accounting officer as well as our employees. Our standards are in writing and will be posted on our website once our site is operational. Our complete Code of Ethics has been attached to this registration statement as an exhibit. Our annual report filed with the Securities Exchange Commission will set forth the manner in which a copy of our code may be requested at no charge. The following is a summation of the key points of the Code of Ethics we adopted:
·
Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·
Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our Company;
·
Full compliance with applicable government laws, rules and regulations;
·
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
·
Accountability for adherence to the code.
Corporate Governance
As a small business issuer we are not listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Further, we have not applied for a listing with a national exchange or in an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. We are not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. We have conducted special Board of Director meetings almost every month since inception. Each of our directors has attended all meetings either in person or via telephone conference. We have no standing committees regarding compensation or other nominating committees. We do have a standing independent audit committee of which Director Nanuk Warman is the sole member. In addition to the contact information in private placement memorandum and this Prospectus, each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual shareholders meetings. All communications from shareholders are relayed to the members of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.
Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) filing requirements.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the most highly compensated employees and/or executive officers who served at the end of the fiscal year April 30, 2010 and for the year ended April 30, 2009, and whose salary and bonus exceeded $100,000 for the fiscal years ended April 30, 2010 and for the year ended April 30, 2009, for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the "Named Executive Officers." There has been no compensation paid to any officer, director or other employee for the year ended April 30, 2010.
Summary Compensation
Additional Compensation of Directors
All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.
Board of Directors and Committees
Currently, our Board of Directors consists of Dan Nijjar and Toni A. Eldred. We are not actively seeking additional board members. At present, the Board of Directors has established one committee: the independent audit committee. Whose appointment is currently vacant.
Employment Agreements
Currently, we have no employment agreements with any of our Directors or Officers.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth all individuals known by the Company to beneficially own 5% or more of the Company’s common stock, and all officers and directors of the registrant, with the amount and percentage of stock beneficially owned, as of April 30, 2010.
On July 8, 2010, Ms. Eldred entered into a Stock Purchase Agreement which provided for the sale of 600,000 shares of common stock of the Company (the “Purchased Shares”) to Daulat (Dan) Nijjar (the “Purchaser”). The consideration paid for the Purchased Shares, which represent 75.7% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $331,560. In addition, Mr. Nijjar acquired a total of 47,500 shares of common stock from three other shareholders resulting in Mr. Nijjar owning a total of 647,500 common shares, or 81.7% of the issued and outstanding share capital of the Company on a fully-diluted basis.
Effective as of July 8, 2010, in connection with the disposition of the Purchased Shares Toni Eldred resigned from her positions as the President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of the Company and the Board of Directors of the Company elected Daulat (Dan) Nijjar as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director of the Company.
The additional shares acquired by Mr. Nijjar related to 22,500 common shares acquired from Alex Long who resigned as a Director of the Company on July 5, 2010, 20,000 common shares acquired from Nanuk Warman who resigned as a Director of the Company on June 30, 2010, and 5,000 common shares acquired from Dragon Investment Group which is an investment firm controlled by Toni Eldred.
Subsequent to share transactions, Mr. Nijjar owns 647,500 shares of common stock of the Company, or 81.7%, and the Board of Directors consists of Mr. Nijjar and Ms. Eldred. There are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
There have been no material related party transactions.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by Randall Drake, CPA, PA for professional services rendered for the audit of the Company’s financial statements for the fiscal years ended April 30, 2010 and for the years ended April 30, 2009 were:
Audit Related Fees
For our fiscal years ended April 30, 2010 and for the years ended April 30, 2009 we did not incur any audit related fees.
Tax Fees
For our fiscal years ended April 30, 2010 and for the years ended April 30, 2009 we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended April 30, 2010 and for the years ended April 30, 2009.
Audit and Non-Audit Service Pre-Approval Policy
In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, the Audit Committee has adopted an informal approval policy that it believes will result in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm.
Audit Services. Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our financial statements. The Audit Committee pre-approves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically pre-approved by the Audit Committee. The Audit Committee monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope or other items.
Audit-Related Services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements which historically have been provided to us by the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence. The Audit Committee pre-approves specified audit-related services within pre-approved fee levels. All other audit-related services must be pre-approved by the Audit Committee.
Tax Services. The Audit Committee pre-approves specified tax services that the Audit Committee believes would not impair the independence of the independent registered public accounting firm and that are consistent with SEC rules and guidance. The Audit Committee must specifically approve all other tax services.
All Other Services. Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related and tax services categories. The Audit Committee pre-approves specified other services that do not fall within any of the specified prohibited categories of services.
Procedures. All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the Chairman of the Audit Committee and the Chief Financial Officer. The Chief Financial Officer authorizes services that have been pre-approved by the Audit Committee. If there is any question as to whether a proposed service fits within a pre-approved service, the Audit Committee chair is consulted for a determination. The Chief Financial Officer submits requests or applications to provide services that have not been pre-approved by the Audit Committee, which must include an affirmation by the Chief Financial Officer and the independent registered public accounting firm that the request or application is consistent with the SEC’s rules on auditor independence, to the Audit Committee (or its Chair or any of its other members pursuant to delegated authority) for approval.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are included with this yearly statement filing.
Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-143752, at the SEC website at www.sec.gov:
Exhibit Number Description
3.1
Articles of Incorporation*
3.2
Bylaws*
31.1
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Previously filed
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
July 29, 2010 Coastline Corporate Services, Inc., Registrant
By: /s/ Daulat Nijjar
Daulat Nijjar, Director, President,
Treasurer, Principal Executive Officer, and Principal Financial Officer
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
Name
Title
Date
/s/Daulat Nijjar
Daulat Nijjar
President, Treasurer, Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer, Chairman of the Board of Directors
July 29, 2010
/s/Toni A. Eldred
Toni A. Eldred
Director
July 29, 2010