Item 1.Business.
Our Company
Laureate Resources & Steel Industries Inc. was incorporated in the State of Nevada on June 16, 2005. Our fiscal year end is August 31. We were previously a mineral resource exploration company, but we did not have any active operations and we did not realize any revenues. Following the change of control of our Company on February 6, 2008, we decided to cease the mineral exploration business and pursue other strategic business opportunities. We are still planning our new business strategy and we have not yet commenced operations. On April 9, 2008, the Board approved and recommended that we change our name from Kingston Mines Ltd. to Laureate Resources & Steel Industries Inc. Stockholders holding a majority of the voting rights of all outstanding shares of the Company’s capital stock as of April 9, 2008 voted in favor of the foregoing proposal by written consent. On May 20, 2008, our Company name was formally changed. On June 4, 2008, our stock trading symbol changed from “KGMI” to “LRRS”.
Change of Control
On January 30, 2008, Lou Hilford, a former officer and director of the Company, entered into a Share Cancellation Agreement with the Company, pursuant to which Mr. Hilford tendered to the Company for cancellation 3,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) owned of record by Mr. Hilford. In consideration for such tender and cancellation, the Company and Mr. Hilford executed mutual general releases of any and all claims. The Company had 6,761,950 issued and outstanding shares of Common Stock after giving effect to such cancellation (which figure, following the Company’s June 2008 stock dividend, would be equal to 47,333,650 shares of Common Stock). On February 6, 2008, Thomas Mills, the controlling shareholder of the Company, entered into a Securities Purchase and Sale Agreement (the “Securities Purchase and Sale Agreement”) with Rudana Investment Group AG, a corporation formed under the laws of Switzerland (“Rudana”). Pursuant to the Securities Purchase and Sale Agreement, Mr. Mills sold 5,000,000 shares of the Company’s common stock (which, following the Company’s June 2008 stock dividend, would be equal to 35,000,000 shares of common stock) to Rudana, causing a change of control of the Company. Rudana then owned 73.9% of the Company’s shares which were issued and outstanding. Mr. Mills did not retain any ownership of shares and is no longer a shareholder of the Company. On May 21, 2008, the Board of Directors declared the payment of a stock dividend, approving the payment of such dividend to all of the stockholders of record of the Company as of the record date of June 2, 2008. Following payment of the stock dividend, the issued and outstanding share ownership of the Company increased from 6,761,950 shares of Company common stock to 47,333,650 shares of common stock and Rudana’s ownership correspondingly increased to 35,000,000 shares of common stock.
On April 9, 2008, Mr. Mills resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary.
Acquisition Strategy
Following the change of control of our Company on February 6, 2008 we decided to cease the mineral exploration business and pursue other business opportunities. The Company was in “development stage” until February 28, 2009 and during the year ended August 31, 2009, the Company ceased its operations. As a result, we are now pursuing an acquisition strategy, whereby we will seek to acquire undervalued businesses with a history of operating revenues in markets that provide room for growth ("Acquisition Strategy").
Our Acquisition Strategy is focused on pursuing a strategy of growth by acquiring undervalued businesses with a history of operating revenues. We will utilize several criteria to evaluate prospective acquisitions including whether the business to be acquired (1) is an established business with viable services or products, (2) has an experienced and qualified management team, (3) has room for growth and/or expansion into other markets, (4) is accretive to earnings, (5) offers the opportunity to achieve and/or enhance profitability, and (6) increases shareholder value.
The Company, based on proposed business activities, is a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Exchange Act of 1934, as amended, the Company also qualifies as a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company intends to comply with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, for so long as we are subject to those requirements.
Competition of Our Acquisition Strategy
In connection with our Acquisition Strategy, we expect to encounter intense competition from other entities having business objectives similar to ours, including: venture capital firms, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals. Many of these entities are well-established and have greater experience, financial resources and technical knowledge than us. Our limited financial resources may compel us to select certain less attractive acquisition prospects than those of our competitors.
We believe that our future is dependent upon the consummation of a merger, acquisition or other business combination between us and a viable operating entity. There can be no assurance that we will be able to complete any merger, acquisition or other business combination between us and a viable operating entity. Additionally, management believes that we may need to raise additional funds through equity or debt financing to complete a merger, acquisition or other business combination between us and a viable operating entity. There can be no assurance that we will be able to successfully complete an equity or debt financing to complete an acquisition, merger or other business combination between us and a viable operating entity.
Where You Can Find More Information
The Company is and expects to remain a “reporting company.” We will therefore be required to continue to file annual, quarterly and other requisite filings with the U.S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.
You may also request a copy of our filings at no cost, by writing or telephoning us at:
LAUREATE RESOURCES & STEEL INDUSTRIES INC.
PO Box 50006
Sh. Rashid Building
Sh. Zayed Road
Dubai, United Arab Emirates
Tel: 011 44 203 318 2995
Attention: Hany Salem
Title: Chief Financial Officer
Item 1A.
Item 1A. Risk Factors.
Smaller reporting companies are not required to provide the information required by this item.
Item 1B.
Item 1B. Unresolved Staff Comments.
Smaller reporting companies are not required to provide the information required by this item.
Item 2.
Item 2. Properties.
The Company does not own any real estate or other property. The Company does not plan on investing directly or indirectly in real estate in the near future. As of the date of this Report, the Company is utilizing office space at Sh. Rashid Building ,Sh. Zayed Road Dubai, United Arab Emirates .At the present time, the Company is not paying any rent. The Company anticipates that it will assess its needs for additional office space in the near future.
Item 3.
Item 3. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) Market Information.
Our shares are traded on the over-the-counter bulletin board operated by the National Association of Securities Dealers, Inc. under the symbol “LRRS”. There were no public trades of the Company’s common stock recorded prior to August 19, 2008, at which time the Company’s common stock sold for $0.22 per share.
(b) Holders.
As of June 5, 2013, there were 44 stockholders of record of the Company’s common stock.
(c) Dividends.
On May 21, 2008, the Board of Directors declared the payment of a stock dividend, approving the payment of such dividend to all of the stockholders of record of the Company as of the record date of June 2, 2008. The stock dividend was paid on June 3, 2008 and the ex-dividend date was June 4, 2008. Each stockholder received six additional shares of the Company’s common stock for each one share of the Company’s common stock which they held on the record date. Following payment of the stock dividend, the issued and outstanding share ownership of the Company increased from 6,761,950 shares of Company common stock to 47,333,650 shares of common stock.
During the period covered by this Report, we have not declared or paid cash dividends. The Company does not intend to pay cash dividends on its common stock in the foreseeable future. We anticipate retaining any earning for use in our continued development. We are not subject to any restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent.
(d) Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
None.
Item 6.
Item 6.Selected Financial Data.
The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.
Item 7.
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the results of operations and financial condition for the fiscal years ended August 31, 2010 and 2009 and should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Report.
Overview
The Company had been an exploration company from its formation through February 6, 2008 when a change in control of the Company took effect. Since its formation, the Company’s business plan was to explore five mineral claims covering 1,865.43 hectares located on the south and southwest flanks of Sugarloaf Mountain in the Nicola Mining Division in British Columbia, Canada (the “Sugarloaf Property”). We originally intended to explore the Sugarloaf Property for commercially exploitable mineral reserves of valuable minerals. The Sugarloaf Property has no proven or probable mineral reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures made by us did not result in the discovery of commercially exploitable reserves of valuable minerals. Any further funds spent on the exploration of these claims would probably be lost. Accordingly, the Company has made a determination to cease the mineral exploration business and pursue another business opportunity. Accordingly, the results of operations of the exploration business have been classified as discontinued operations for all periods presented. We intend to position ourselves as a leading processor and manufacturer of OCTG products serving oil and gas companies worldwide. We aim to achieve global recognition in the OCTG industry by developing manufacturing and trading establishments around the world.
The Company's Operations
The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “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 (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.
Acquisition Strategy
Following the change of control of our Company on February 6, 2008 we decided to cease the mineral exploration business and pursue other business opportunities. The Company was in “development stage”untill February 28, 2009 and during the year ended August 31, 2009, the Company ceased its operations. As a result, we are now pursuing an acquisition strategy, whereby we will seek to acquire undervalued businesses with a history of operating revenues in markets that provide room for growth ("Acquisition Strategy").
Our Acquisition Strategy is focused on pursuing a strategy of growth by acquiring undervalued businesses with a history of operating revenues. We will utilize several criteria to evaluate prospective acquisitions including whether the business to be acquired (1) is an established business with viable services or products, (2) has an experienced and qualified management team, (3) has room for growth and/or expansion into other markets, (4) is accretive to earnings, (5) offers the opportunity to achieve and/or enhance profitability, and (6) increases shareholder value.
The Company, based on proposed business activities, is a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Exchange Act of 1934, as amended, the Company also qualifies as a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company intends to comply with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, for so long as we are subject to those requirements.
Competition of Our Acquisition Strategy
In connection with our Acquisition Strategy, we expect to encounter intense competition from other entities having business objectives similar to ours, including: venture capital firms, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals. Many of these entities are well-established and have greater experience, financial resources and technical knowledge than us. Our limited financial resources may compel us to select certain less attractive acquisition prospects than those of our competitors.
We believe that our future is dependent upon the consummation of a merger, acquisition or other business combination between us and a viable operating entity. There can be no assurance that we will be able to complete any merger, acquisition or other business combination between us and a viable operating entity. Additionally, management believes that we may need to raise additional funds through equity or debt financing to complete a merger, acquisition or other business combination between us and a viable operating entity. There can be no assurance that we will be able to successfully complete an equity or debt financing to complete an acquisition, merger or other business combination between us and a viable operating entity.
COMPARISON OF THE YEAR ENDED AUGUST 31, 2010 TO THE YEAR ENDED AUGUST 31, 2009
Revenues
To date, the Company has had no revenues.
Operating expenses
Selling, general, and administrative expenses were $57,902 in 2010 compared to $1,399,906 during 2009.
The decrease in costs is attributable to cease of most business operations.
Other income (expenses)
Financing expenses were $46,100 in 2010 compared to $35,779 during 2009. The increase is on account increase in loan amount and for the year 2009 the loan was for part of the year.
Liquidity and capital resources
We have not derived any revenues from operations. Our only capital has been obtained via issuance of common stock and shareholder loans.
The Company has received stockholder loans from Rudana Investment Group AG during the fiscal year covered by this Report in the aggregate amount of $20,000 (collectively, the “Shareholder Loans”). The Company has used the proceeds from the Shareholder Loans for general corporate purposes. The Shareholder Loans have an interest rate of seven and a half percent (7.5%) per annum, which together with the principal amount shall be repayable thirty (30) days after demand by Rudana.
As of the end of our fiscal year on August 31, 2010, our total assets were $-0- and our total liabilities were $1,682,254. We do not have sufficient working capital to satisfy our cash requirements for the next twelve months of operations. We expect to pay our own costs and expenses through shareholder loans.
On May 10, 2008 (as subsequently amended) and May 22, 2008, the Company issued warrants (the “Warrants”) to purchase 23,666,825 shares of common stock to Arimathea Limited in consideration for international corporate development services rendered on behalf of the Company.
During the fiscal year ended August 31, 2008, Arimathea and the Company entered into a verbal agreement to amend the Warrants. These Amended Warrants were executed on December 15, 2008 and have an exercise term of three years and will become exercisable only for the purchase of a number of shares equal to (i) 5% of the amount of capital raised by the Company from introductions made by Arimathea, divided by (ii) the exercise price of $0.10 per share ($0.017 post-split), which purchase price has been determined by reference to the price the Company’s Common Stock was sold to shareholders in the Company’s prior public offering (without adjustment for a subsequent stock dividend).
Under the terms of the Warrants, Arimathea is not permitted to exercise and own more than 4.9% of the Company’s common stock at any given time. The Warrants contain customary adjustment provisions and have anti-dilution protection for certain future issuances of equity securities. The Warrants do not contain any call provisions and there are no obligations on the part of Arimathea to exercise the Warrants at any time.
The value of the Warrants was expensed in fiscal year of August 31, 2008 for a value of $221,208. The term of the Warrants reflected the original 10 year term on both Warrants. The value was determined by using the Black Scholes option pricing model.
In connection with his appointment as the Company’s Chief Operating Officer in fiscal year ended August 31, 2008, Gareth McMurray has been granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $1.00 per share. This stock option vested after three months of service, on November 22, 2008, and is exercisable after six months of service, on February 22, 2009, subject to applicable securities laws and the standard terms and conditions of the Company’s stock option agreement.
Subsequent Events
On February 27, 2012, Federico Mazzolari and Luigi Pugni resigned from their positions as Directors of the Corporation. On April 16, 2012, Olivier de Vergnies resigned from the position of Director.
On April 18, 2012, the Company’s board of directors (the “Board”) appointed Hany Salem as the Chief Executive Officer, Chief Financial Officer and sole director of the Company.
While the Company’s operations are currently dormant, the Company is seeking new business opportunities, which includes, but is not limited to, the storage, trading, distribution, transportation and logistics for oil, petroleum and gas products. The Company hopes to operate in the CEE market (Central and Easter Europe) with a special focus to provide liquefied petroleum gas (“LPG”) and petroleum products storage, trading and transportation services in the Balkan Peninsula, located primarily in Albania.
LPG, otherwise known as propane, is a clean-burning fossil fuel that can be used to power internal combustion engines. Currently, the Company is in preliminary negotiations to operate out of strategic ports in Albania. More specifically, the Company is in the process of signing a long term LPG supply contract and plan to acquire storage facilities in the Porto Romano Port, which allows it to transport and disburse LPG through various distribution chains within the whole CEE region. Additionally, the Company is seeking to invest in the development of ports and logistics infrastructure equipment and personnel to engage in its storage and transportation services.
SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and cash equivalents
The Company considers all highly liquid debt investments with original maturities of three months or less when purchased to be cash equivalents. The carrying amounts approximate fair market value because of the short maturity.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2010 and 2009. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Net Loss per Share
The Company follows Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Stock options and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation.
Stock-Based Compensation
The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s condensed statements of operations.
For the year ended August 31, 2010 and 2009, the Company did not grant stock options to employees. The fair value of vesting options granted vested during the years ended August 31, 2010 and 2009 of $-0- and $64,759, respectively, was recorded as a current period charge to earnings.
Comprehensive Income (Loss)
The Company follows Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”). ASC 220-10 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities. The Company had no comprehensive income or losses at August 31, 2010 and 2009.
Income Taxes
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus basis differences.
Long-lived assets
The Company follows Accounting Standards Codification 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Recent accounting pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.
Off Balance Sheet Arrangements
As of August 31, 2010, we did not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A.
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
We do not hold any derivative instruments and do not engage in any hedging activities.
Item 8.
Item 8.	Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Laureate Resources & Steel Industries, Inc.
We have audited the accompanying balance sheet of Laureate Resources & Steel Industries, Inc. as of August 31, 2010 and 2009 and the related statements of operations, statement of stockholders' deficit and cash flows for each of the two years ended August 31, 2010. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements based upon our audits.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required 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 control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides 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 Laureate Resources & Steel Industries, Inc. at August 31, 2010 and 2009 and the results of its operations and its cash flows for each of the two years ended August 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As disclosed in Note 3 to the accompanying financial statements the Company was in “development stage” until February 28, 2009 and during the year ended August 31, 2009, the Company ceased its operations. The Company has an accumulated deficit of $ 2,152,862 as of August 31, 2010 and has not generated any revenue since inception. The ability of the Company to continue as a going concern and to emerge from the development stage is dependent upon its successful execution of its plan of operations and ability to raise additional financing. There is no guarantee that the Company will be able to raise additional capital or successfully execute its plan of operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ RBSM LLP
New York, New York
June 5, 2013
LAUREATE RESOURCES & STEEL INDUSTRIES, INC.
BALANCE SHEETS
AUGUST 31, 2010 AND 2009
See the accompanying notes to the financial statements.
LAUREATE RESOURCES & STEEL INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
See the accompanying notes to the financial statements.
LAUREATE RESOURCES & STEEL INDUSTRIES, INC.
STATEMENT OF STOCKHOLDERS DEFICIT
TWO YEARS ENDED AUGUST 31, 2010
See the accompanying notes to the financial statements.
LAUREATE RESOURCES & STEEL INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
See the accompanying notes to the financial statements.
LAUREATE RESOURCES & STEEL INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010 AND 2009
NOTE 1 - BUSINESS DESCRIPTION
Organization and Business Description
Laureate Resources & Steel Industries Inc.( the “Company”) was incorporated in the State of Nevada on June 16, 2005.The Company had been an exploration company from its formation through February 6, 2008 when a change in control of the Company took effect. Since its formation, the Company’s business plan was to explore five mineral claims covering 1,865.43 hectares located on the south and southwest flanks of Sugarloaf Mountain in the Nicola Mining Division in British Columbia, Canada (the “Sugarloaf Property”). We originally intended to explore the Sugarloaf Property for commercially exploitable mineral reserves of valuable minerals. The Sugarloaf Property has no proven or probable mineral reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures made by us did not result in the discovery of commercially exploitable reserves of valuable minerals. Any further funds spent on the exploration of these claims would probably be lost. The Company has made a determination to cease the mineral exploration business and pursue another business opportunity. Accordingly, the results of operations of the exploration business have been classified as discontinued operations for all periods presented. The Company was in “development stage” until February 28, 2009 and during the year ended August 31, 2009, the Company ceased its operations, is dormant and currently seeking to establish strategic alliances.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and cash equivalents
The Company considers all highly liquid debt investments with original maturities of three months or less when purchased to be cash equivalents. The carrying amounts approximate fair market value because of the short maturity.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2010 and 2009. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Net Loss per Share
The Company follows Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Stock options and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation.
Stock-Based Compensation
The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s condensed consolidated statements of operations.
For the year ended August 31, 2010 and 2009, the Company did not grant stock options to employees. The fair value of vesting options granted vested during the years ended August 31, 2010 and 2009 of $-0- and $64,759, respectively, was recorded as a current period charge to earnings.
Comprehensive Income (Loss)
The Company follows Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”). ASC 220-10 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities. The Company had no comprehensive income or losses at August 31, 2010 and 2009.
Income Taxes
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus basis differences.
Long-lived assets
The Company follows Accounting Standards Codification 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Recent accounting pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
NOTE 3 - GOING CONCERN
The Company was in “development stage” till February 28, 2009 and during the year ended August 31, 2009, the Company ceased its operations. As of August 31, 2010, the Company has an accumulated deficit of $2,152,862 and has not generated any revenue since inception. The ability of the Company to continue as a going concern and to emerge from the development stage is dependent upon its successful execution of its plan of operations and ability to raise additional financing. There is no guarantee that the Company will be able to raise additional capital or sell any of its products and services at a profit. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 - STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue 50,000,000 shares of preferred stock. As of August 31, 2010 and 2009, no preferred shares were issued and outstanding.
Common stock
The Company is authorized to issue 100,000,000 shares of common stock. As of August 31, 2010 and 2009, 47,333,650 shares of common stock were issued and outstanding.
On May 21, 2008, the Company declared the payment of a stock dividend consisting of six additional shares of the Company’s common stock for each one share of the Company’s common stock held as of the record date of June 2, 2008. In connection with this stock dividend, the ownership of stockholders possessing 6,761,950 shares of the Company’s common stock was increased to 47,333,650 shares of common stock.
NOTE 5 - RELATED PARTY TRANSACTIONS
At August 31, 2010 and 2009, related party loans consisted of the following:
Accrued interest on related party loans as of August 31, 2010 and 2009 was $85,064 and $38,964, respectively. Interest expense, related party was $46,100 and $35,779 for the year ended August 31, 2010 and 2009, respectively.
During the year ended August 31, 2010 and 2009, the Company incurred expense of $11,571 and $83,649, respectively, as Board fees to Board members.
NOTE 6 - LOSS PER COMMON SHARE
The following table presents the computation of basic and diluted loss per share for the years ended August 31, 2010 and 2009:
Fully-diluted weighted-average common shares outstanding are not utilized in the calculation of loss per common share as the effect would be anti-dilutive, decreasing the reported loss per common share.
NOTE 7 - INCOME TAXES
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences primarily include stock compensation and other equity-related non-cash charges, capitalized financing costs, the basis difference of derivative liabilities and certain accruals.
The Company has not filed its income tax returns , and therefore has not been able to estimate its net operating loss carryforwards for tax purposes as of August 31, 2010. The Company has provided a valuation reserve against the full amount of any net operating loss benefit and will be also for against the net operating losses, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.
The Company files income tax returns in the U.S. Federal jurisdiction, and various state jurisdictions. The Company is no longer subject to U.S. Federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2008.
The Company follows the provision of uncertain tax positions as addressed in FASB Accounting Standards Codification 740-10-65-1. The Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at August 31, 2010 and 2009. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of the continuing operating losses.
NOTE 8 - STOCK OPTIONS AND WARRANTS
Employee Stock Options
The Company granted an option to purchase 500,000 shares of the Company’s common stock for $1 per share. The options vested on November 22, 2008 and are exercisable on February 22, 2009. The total value of the options using the Black Scholes Option Pricing Model (“Black Scholes”) was approximately $72,000 which is being charged to expense over the vesting period. The variables used in the Black Scholes model were as follows: volatility 50% and a 1 year treasury rate of 1.5%. The value of the options was expensed as of August 31, 2010 and 2009 for a value of $-0- and $64,759 respectively. These stock options expired as of August 31, 2010.
Warrants
On May 10, 2008 (as subsequently amended) and May 22, 2008, the Company issued warrants (the “Warrants”) to purchase 23,666,825 shares of common stock at exercise price of $0.017 (post dividend) to Arimathea Limited in consideration for international corporate development services rendered on behalf of the Company. The warrants have a weighted average remaining life of 7.75 years.
Under the terms of the Warrants, Arimathea is not permitted to exercise and own more than 4.9% of the Company’s common stock at any given time. The Warrants contain customary adjustment provisions and have anti-dilution protection for certain future issuances of equity securities. The Warrants do not contain any call provisions and there are no obligations on the part of Arimathea to exercise the Warrants at any time.
NOTE 9 - CONTINGENCIES
Litigation
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as described below, we are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
Employment agreement
During the fourth quarter 2008 (as amended on October 23, 2008), effective August 22, 2008 the Company entered into a two year employment agreement with its chief operating officer (“COO”) which provides for annual salary of $200,000 plus living expenses of $118,000 per year. In addition, the COO received an option to purchase 500,000 shares of the Company’s common stock for $1 per share. The officer resigned as of September 4, 2009.
NOTE 10 - SUBSEQUENT EVENTS
Management evaluated all activities of the Company through the issuance date of the Company’s financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the financial statements.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of August 31, 2010, the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded in this Annual Report on Form 10-K for the year ended August 31, 2010 that our disclosure controls and procedures are not effective such that because of the material weaknesses in the internal control over financial reporting discussed below, our disclosure controls and procedures were not effective as of August 31, 2010.
Management's Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to, in general, provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
In connection with the filing of this Annual Report on Form 10-K for the period ended August 31, 2010 our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our internal control over financial reporting as of August 31, 2010, and based on that evaluation they concluded that our internal control over financial reporting was not effective.
The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that re-evaluation due to material weaknesses identified below, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of August 31, 2010 in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure, because of material weaknesses in its internal controls over financial reporting.
A material weakness is a deficiency, or a 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. In its assessment of the effectiveness of internal control our financial reporting as of August 31, 2010, the Company determined that the following items constituted material weaknesses:
•The Company does not have policies and procedures in place to ensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.
•The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.
Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended August 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit smaller reporting companies to provide only the management’s report in this annual report.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance.
The following table presents information with respect to our officers, directors and significant employees as of June 5, 2013:
Name
Age
Position
Hany Salem (1)
Chief Executive Officer and Director
Gareth McMurray (2)
Former Chief Executive Officer and Former Chief Operating Officer
Mathias Kaiser (3)
Former Chief Financial Officer
Gerald Sullivan (4)
Former Chief Financial Officer and Interim President and
Chief Executive Officer
Barbara S. Salz (5)
Former Corporate Secretary
Dr. Augustine Fou (6)
Former Director
Federico Mazzolari (7)
Former Director
Luigi Pugni (8)
Former Director
Olivier de Vergnies
Director
(1)Appointed as the Company’s Chief Executive Officer as of April 18, 2012.
(2)Resigned as the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer of the Company as of September 4, 2009.
(3)Resigned as the Company’s Chief Financial Officer, as of June 19, 2009.
(4)Resigned as the Company’s Chief Executive Officer, Chief Financial Officer, and President as of January 7, 2009.
(5)Removed as the Company’s Corporate Secretary as of August 10, 2009.
(6)Resigned as a Director of the Company as of August 4, 2009.
(7)Resigned as Director of the Company as of April 16, 2012.
(8)Resigned as Director of the Company as of February 27, 2012.
Each director serves until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified.
Biographical Information Regarding Officers and Directors
Mr. Salem has served as the Chief Executive Officer and Director of the Company since April 18, 2012. Mr. Salem has served as an advisor, consultant, and investment manager providing services to high net-worth individuals primarily in Europe and Middle East
Mr. McMurray has served as Chief Executive Officer of the Company from January 7, 2009 to September 4, 2009. He had previously commenced his employment as the Company’s Chief Operating Officer on August 22, 2008. Prior to working for the Company, Mr. McMurray was the General Manager, Manufacturing for Smith International Gulf Services, Dubai. At Smith International Gulf Services, Mr. McMurray was responsible for the manufacturing operation including the purchasing of raw steel materials, the recruitment of staff and the production schedules. Prior to his employment with Smith International Gulf Services, Mr. McMurray was the Managing Director of TMK Middle East, Dubai and the Sales and Marketing Director of JESCO, Dubai.
Mr. Kaiser, 35, served as Chief Financial Officer of the Company since January 7, 2009 to June 19, 2009. He has been the Chief Financial Officer of Rudana Investment Group AG (“Rudana”), a Swiss investment holding company which is the Company’s majority shareholder, since October of 2008. From March until October of 2008, Mr. Kaiser was the Finance & Reporting Manager of Compass-Group AG, a company engaged in the provision of large-scale institutional catering management and services and the provision of planning and consultancy services for restaurant and catering enterprises. From February of 2006 until July of 2007, he was the Operating Effectiveness Manager for Adecco & Management Consulting AG, a human resources company. From February of 2003 until February of 2005, he served as business controller for Daniel Swarovski Corporation AG, a large international retail business. Mr. Kaiser is compensated for his services by Rudana, and he is not separately compensated by the Company.
Mr. Federico Mazzolari, Director. Mr. Mazzolari served as a director of the Company from May 5, 2008 to April 16, 2012. Mr. Mazzolari is a marketing consultant defining strategies for Finarvedi, the holding company of the Arvedi Group. Mr. Mazzolari joined the Arvedi Group in 1975, and since that time has held various positions there in the technical, production and marketing areas, including serving as Managing Director and board member for various companies in the Arvedi Group. While working in the Arvedi Group, Mr. Mazzolari has been involved in the decision making process related to the choice of plants and the development of the range of tubular products towards API, thermal and mechanical applications with particular attention to the automotive industry (both for hot rolled and cold drawn tubes). He was also involved in the development of the product range of the first Arvedi steelworks and more recently in the development of the production of hot rolled steel coils at the new Arvedi steel works in Cremona. Mr. Mazzolari is a member of the board of UNSIDER (Italian standards unification board for the steel sector) and Promozione Acciaio (a steel promotion board) and IGQ (the Italian Quality Assurance institute). He graduated from Milan Polytechnic with a degree in Mechanical Engineering in 1969.
Mr. Luigi Pugni, Director. Mr. Pugni served as a director of the Company since May 12, 2008 to February 27, 2012. Mr. Pugni has served as a consultant in Italy’s iron and steel industries since 2007. From January of 2005 until December of 2006, Mr. Pugni served as CEO and director of Tubisid SpA. From January of 2001 until December 2004, Mr. Pugni was employed by Tenaris S.A., first serving as Commercial Director, from January of 2001 until August of 2003, with responsibility for the European market for industrial tubular products, and then serving as an independent consultant from September of 2003 until December 2004. From 1970 to 2000, Mr. Pugni held various positions with Dalmine SpA (now Tenaris Group).
Mr. Olivier de Vergnies, Director. Mr. Vergnies has served as a director of the Company since June 18, 2008. Mr. de Vergnies has previously served as Vice President, Head of the Middle East Division of Dexia Private Bank (Switzerland), Geneva from 2004 -2008 where he was responsible for Middle Eastern high net worth individuals, business acquisition and retention process, as well as the development of new financial structured products ideas and innovative private asset allocation. From 2000-2004 Mr. de Vergnies served Dexia Bank, Luxembourg as Vice President, Head of Strategy & Alliances where he was responsible for the marketing strategy and product development for Middle East clients segments across Luxembourg, Switzerland, France, Jersey and the United Kingdom. Mr. de Vergnies served as Global Strategic Coordinator for the Dexia Private Banking Group Executive Committee and managed the joint ventures optimization process with Banco Popular in Spain, multi-channel distribution, market watch process, international and internal communication. Mr. de Vergnies serves as the Chief Operating officer of Rudana Investment Group AG. Mr. de Vergnies also serves on the board of directors of 4C Controls Inc., and as the Chief Executive Officer of 4C Controls. The controlling shareholder of each of the Company and 4C Controls Inc. is Rudana Investment Group AG.
Dr. Augustine, Former Director. Dr. Fou served as a director of the Company from April 9, 2008 to August 4, 2009. Dr. Fou earned his doctorate at the Massachusetts Institute of Technology Department of Materials Science and Engineering, with a minor in the Management of Technology from MIT's Sloan School of Management. Dr. Fou earned his BS summa cum laude in Chemistry from the University of Dallas. Dr. Fou has served as a consultant with McKinsey & Company. In 1996 Dr. Fou founded go-Digital Internet Consulting Group, Inc. serving clients such as IBM, Victoria's Secret Catalogue, the Federal Reserve Bank of New York, the Norwegian Trade Council, the Ministry of Finance of the Government of Macao, the Canadian Consulate General, and Gouvernement du Quebec. Dr. Fou then founded Marketing Science Consulting Group, Inc. as a marketing service and consumer insights firm serving clients as Pepsi, Dr Pepper / Seven Up, Frito Lay, Conde' Nast / SELF Magazine, Liz Claiborne / Lucky Brand Dungarees, and Revlon. Dr. Fou also serves on the board of directors of 4C Controls Inc. and Prime Sun Power Inc. The controlling shareholder of each of the Company, Prime Sun Power Inc. and 4C Controls Inc. is Rudana Investment Group AG. Effective as of August 4, 2009, Dr. Augustine Fou has resigned as a member of the Board of Directors of the Company.
Mr. Gerald Sullivan, Former Chief Financial Officer and Interim President and Chief Executive Officer. Mr. Sullivan served as an officer of the Company from April 9, 2008 to January 7, 2009. Mr. Sullivan served as the Chief Financial Officer and interim President and Chief Executive Officer of 4C Controls Inc. since February of 2008, as the Chief Financial Officer and interim President and Chief Executive Officer of Prime Sun Power Inc. since May of 2008, and as the President, Chief Executive Officer and Chief Financial Officer of the Industry Leaders Fund since 1999. Mr. Sullivan has more than ten years of experience in highly regulated financial reporting systems. Mr. Sullivan has also served as President and Chief Investment Officer of Claremont Investment Partners, L.L.C. since 1997. Mr. Sullivan’s prior experience includes positions as a Senior Management Analyst for the Atlanta Committee for the Olympic Games, as a bond options trader for O’Connor & Associates and as a financial analyst for Salomon Brothers Inc. Mr. Sullivan obtained his undergraduate degree from Columbia University and holds an M.B.A. from the University of Chicago Graduate School of Business.
Ms. Barbara S. Salz, Corporate Secretary. Ms. Salz served as Corporate Secretary of the Company from April 9, 2008 to August 10, 2009. Ms. Salz provides her services to the Company through Corporate Secretarial Services LLC, a New Jersey Limited Liability Company (“CSS”). Ms. Salz has operated CSS since 2003. CSS provides regulatory archival and corporate secretarial officer services to public and private companies worldwide.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the company: (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type or business, securities or banking activities; or (4) was found by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we received, we believe to the best of our knowledge that during the year ended August 31, 2010, all such filing requirements applicable to our officers and directors were complied with.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
We adopted a new Code of Ethics on December 15, 2008. We have posted a copy of our Code of Ethics as Exhibit 14.1to Form 10-KSB, filed with the Securities and Exchange Commission on December 18, 2008.
Corporate Governance
Nominating Committee
During the period covered by this Report, there have been no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.
Audit Committee and Charter
Audit committee functions are currently performed by our entire board of directors, in accordance with the Company’s audit committee charter. As of August 31, 2010, the Company had four directors. The Company’s Board of Directors has determined that directors Dr. Augustine Fou, Mr. Luigi Pugni and Mr. Federico Mazzolari are independent. The Company has adopted the standards for independence contained in the Nasdaq Marketplaces Rules, Rule 4350(d) and Rule 4200(a)(15). Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and (5) funding for the outside auditory and any outside advisors engagement by the audit committee. The Company expects to establish an audit committee in the foreseeable future, consisting only of directors who are independent.
Audit Committee Financial Expert
None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not yet warranted. We intend to appoint an audit committee financial expert during the foreseeable future.
Item 11.
Item 11. Executive Compensation.
The following table sets forth compensation for each of the past two fiscal years with respect to each person who served as Chief Executive Officer of the Company and each of the four most highly-compensated executive officers of the Company who earned a total annual salary and bonuses that exceeded $100,000 in any of the two preceding fiscal years.
Summary Compensation Table (1)
(1) The table reflects each of the Company’s last two completed fiscal years and current compensation information as of the date of this Report. Pursuant to permissive authority under S-B Rule 402(a)(4) we have omitted tables and columns where there has been no compensation awarded to, earned by, or paid to any of the named executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.
(2) The Company’s fiscal year ends August 31st.
(3) Appointed as the Company’s Chief Executive Officer as of April 18, 2012.
(4) Mr. McMurray served as the Company’s Chief Operating Officer from August 22, 2008 and the Company’s Chief Executive Officer from January 7, 2009. Mr. McMurray resigned from his positions as of September 4, 2009. The Company and Mr. McMurray entered into an Employment Agreement dated July 18, 2008 and amended on October 23, 2008 (the “Employment Agreement”) regarding Mr. McMurray’s service as Chief Operating Officer of the Company. Mr. McMurray commenced his services to the Company on August 22, 2008. Under the Employment Agreement, Mr. McMurray will serve as Chief Operating Officer for a two year period. Mr. McMurray has agreed to devote 100% of his working time to his position. In consideration for services rendered to the Company, Mr. McMurray shall be paid $200,000 a year and is entitled to living allowances of $118,000 a year. In addition, Mr. McMurray was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $1.00 per share. This stock option vests after three months of service, on November 22, 2008, and is exercisable after six months of service, on February 22, 2009, subject to applicable securities laws and the standard terms and conditions of the Company’s stock option agreement.
(5) Mr. Sullivan served as the Company’s Chief Financial Officer and Interim President and Chief Executive Officer from April 9, 2008 to January 7, 2009. Mr. Sullivan’s compensation as an officer of the Company was $100,000 per annum during the fiscal year ended August 31, 2008. Effective September 1, 2008, the Company and Mr. Sullivan have agreed that his salary will now be $48,000 per annum. Mr. Sullivan serves the Company on a part-time basis.
(6) Mr. Kaiser has served as the Company’s Chief Financial Officer since January 7, 2009. On June 19, 2009, Mr. Kaiser resigned from his position as Chief Financial Officer.
(7) Total includes bonus expense of $102,773 and car allowance of $18,500.
None of the officers earned any bonus, restricted stock awards, option awards or any other annual or long term compensation except as set forth in the table above.
Outstanding Equity Awards at Fiscal Year-End(1)
(1) The Company’s fiscal year ends August 31st.
(2) Mr. McMurray served as the Company’s Chief Operating Officer from August 22, 2008 to September 4, 2009. The Company and Mr. McMurray entered into an Employment Agreement dated July 18, 2008 and amended on October 23, 2008 (the “Employment Agreement”) regarding Mr. McMurray’s service as Chief Operating Officer of the Company. Mr. McMurray commenced his services to the Company on August 22, 2008. Under the Employment Agreement, Mr. McMurray will serve as Chief Operating Officer for a two year period. Mr. McMurray has agreed to devote 100% of his working time to his position. In consideration for services rendered to the Company, Mr. McMurray shall be paid $200,000 a year and is entitled to living allowances of $118,000 a year. In addition, Mr. McMurray was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $1.00 per share. This stock option vests after three months of service, on November 22, 2008, and is exercisable after six months of service, on February 22, 2009, subject to applicable securities laws and the standard terms and conditions of the Company’s stock option agreement. On January 7, 2009, the Board appointed Mr. McMurray as the Interim Chief Executive Officer.
(3) Mr. Sullivan served as the Company’s Chief Financial Officer and Interim President and Chief Executive Officer from April 9, 2008. On January 7, 2009, Mr. Gerald Sullivan resigned as the Company’s Chief Financial Officer and Interim Chief Executive Officer.
(4) Mr. Kaiser has served as the Company’s Chief Financial Officer since January 7, 2009. On June 19, 2009, Mr. Mathias Kaiser resigned as the Chief Financial Officer of the Company.
(5) Appointed as the Company’s Chief Executive Officer as of April 18, 2012.
Director Compensation
The following table sets forth all compensation paid to the Company’s directors for their respective services rendered as directors during the fiscal year ended August 31, 2010.
(1) This amount was owed but unpaid as of the end of the period covered by this Report.
(2) This amount was owed but unpaid as of the end of the period covered by this Report.
The Company’s current scheduled payments for members of the Board of Directors are as follows: (i) Federico Mazzolari and Luigi Pugni are entitled to receive 24,000 Euros per annum (which amount was equal to approximately $30,824 as of August 31, 2010), paid incrementally per month; (ii) Augustine Fou is entitled to receive $24,000 per annum, paid incrementally per month; and (iii) Olivier de Vergnies receives no compensation for his service as a Director of the Company.
Directors receive reimbursement for reasonable out of pocket costs incurred in connection their service as Directors.
Employment Contracts
As of August 31, 2010, we had an employment contract with only one of our officers: Mr. Gareth McMurray, Chief Operating Officer. Under this employment agreement, Mr. McMurray agreed to serve as Chief Operating Officer for a two year period. Mr. McMurray agreed to devote 100% of his working time to his position. In consideration for services rendered to the Company, Mr. McMurray shall be paid $200,000 a year and is entitled to living allowances of $118,000 a year. In addition, Mr. McMurray was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $1.00 per share. This stock option vests after three months of service, on November 22, 2008, and is exercisable after six months of service, on February 22, 2009, subject to applicable securities laws and the standard terms and conditions of the Company’s stock option agreement. The Employment Agreement contains provisions regarding protection of Company trade secrets, non-solicitation of Company employees or customers and non-competition with the Company during the term of the Agreement.
Mr. Sullivan’s compensation as an officer of the Company was $100,000 per annum during the fiscal year ended August 31, 2008. Effective September 1, 2008, the Company and Mr. Sullivan have agreed that his salary will now be $48,000 per annum. Mr. Sullivan serves the Company on a part-time basis.
Equity Incentive Plan
The Company expects to adopt an equity incentive plan for its officers, directors and key employees during the fiscal year ended August 31, 2010 and make grants under such plan in accordance with comparable industry standards.
Item 12:
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the beneficial ownership of Common Stock as of June 5, 2013 by (i) each director of the Company, (ii) each of the Company's officers named in the Summary Compensation Table and other key employees of our Company, (iii) each person who is known by the Company to be the beneficial owner of more than five percent of the Company's outstanding Common Stock, and (iv) all directors and named executive officers as a group. Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated. The percentage of ownership set forth below reflects each holder's ownership interest in 47,333,650 issued and outstanding shares of the Company's common stock as of June 5, 2013.
Amount and Nature of Beneficial Ownership
(1) On February 6, 2008, Rudana acquired 5,000,000 shares of the Company’s common stock from Thomas Mills.
(2) Mr. McMurray has served as the Company’s Chief Operating Officer since August 22, 2008. Mr. McMurray was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $1.00 per share. This stock option vests after three months of service, on November 22, 2008, and is exercisable after six months of service, on February 22, 2009, subject to applicable securities laws and the standard terms and conditions of the Company’s stock option agreement.
(3) Mr. Sullivan has served as our Company’s Chief Financial Officer and as our Interim President and Chief Executive Officer, since April 9, 2008.
(4) Ms. Salz has served as our Company’s Corporate Secretary since April 9, 2008.
(5) Dr. Fou has served as a Director of the Company since April 9, 2008. Effective as of August 4, 2009, Dr. Augustine Fou has resigned as a member of the Board of Directors of the Company. Dr. Fou has not expressed any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(6) Mr. Mazzolari has served as a Director of the Company since May 5, 2008.
(7) Mr. Pugni has served as a Director of the Company since May 12, 2008.
(8) Mr. Vergnies has served as a Director of the Company since June 18, 2008.
(9) Appointed as the Company’s Chief Executive Officer as of April 18, 2012.
The mailing address for each of the listed individuals is c/o the Company Inc., 104 Summit Avenue, Summit NJ 07902-0080.
The Company is not aware of any pledges of any shares, options or warrants by any of the individuals or entities listed above.
Changes in Control
As of the date of filing of this Report, the Company is unaware of any arrangement which may result in a change in control.
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Transactions with Related Persons
The following are the related party transactions in which we have engaged since July 2008:
At August 31, 2010, the Company had an outstanding loan from Rudana Investment Group AG in the amount of $622,644. The loan is unsecured and due on demand with interest at 7.5% per annum.
Employment Agreement
The Company has entered into an Employment Agreement dated July 18, 2008 and amended on October 23, 2008 (the “Employment Agreement”) with Gareth McMurray regarding his service as Chief Operating Officer of the Company. The terms and conditions of the Employment Agreement are described in Item 8B, above, which is incorporated herein by reference thereto.
Director Independence
Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
·the director is, or at any time during the past three years was, an employee of the company;
·the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
·a family member of the director is, or at any time during the past three years was, an executive officer of the company;
·the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
·the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
As of August 31, 2010, the Company had three directors. The Company’s Board of Directors has determined that directors Mr. Luigi Pugni and Mr. Federico Mazzolari are independent. The Company’s Board of Directors currently has an Audit Committee and a Disclosure Committee. Both of these committees consist of the entire Board of Directors.
Item 14.
Item 14. Principal Accounting Fees And Services.
Audit Fees
The aggregate fees billed by RBSM LLP for professional services rendered for the audit of the Company's annual financial statements for the fiscal year ended August 31, 2010 totaled $-0-.
Audit-Related Fees
The aggregate fees billed by RBSM, LLP for audit related services for the fiscal year ended August 31, 2010, and which are not disclosed in “Audit Fees” above, were $-0-. The aggregate fees billed by RBSM, LLP for audit related services for the fiscal year ended August 31, 2009, and which are not disclosed in “Audit Fees” above, were $-0-.
Tax Fees
The aggregate fees billed by RBSM, LLP for tax compliance for the fiscal year ended August 31, 2010 was $0. The aggregate fees billed by RBSM, LLP for tax compliance for the fiscal year ended August 31, 2009 was $-0-.
All Other Fees
The aggregate fees billed by RBSM, LLP for services other than those described above, for the year ended August 31, 2010, were $-0-. The aggregate fees billed by RBSM, LLP for services other than those described above, for the year ended August 31, 2009, were $-0-.
Audit Committee Pre-Approval Policies
Our Board of Directors reviewed the audit and non-audit services rendered by RBSM, LLP during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
Exhibit No.
Description of Exhibits
3.3
By-Laws, amended, incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
3.4
Articles of Incorporation, as amended, incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.4
Share Cancellation Agreement, dated as of January 30, 2008, by and between Kingston Mines Ltd. and Lou Hilford, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-QSB for the period ended February 29, 2008, filed with the Securities and Exchange Commission on April 21, 2008.
10.5
Securities Purchase and Sale Agreement, dated February 6, 2008 between Rudana Investment Group AG and Thomas Mills, incorporated by reference to Exhibit 99.1 to Rudana Investment Group AG’s Schedule 13D, filed with the Securities and Exchange Commission on February 15, 2008.
10.6
Promissory Note, dated as of April 16, 2008, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.7
Director’s Agreement, dated as of May 5, 2008, by and between the Company and Dr. Augustine Fou, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.8
Director’s Agreement, dated as of May 5, 2008, by and between the Company and Federico Mazzolari, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.9
Warrant, dated as of May 10, 2008, issued by the Company to Arimathea Limited, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.10
Director’s Agreement, dated as of May 12, 2008, by and between the Company and Luigi Pugni, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.11
Amendment to Warrant, dated as of May 22, 2008, by and between the Company and Arimathea Limited, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.12
Warrant, dated as of May 22, 2008, issued by the Company to Arimathea Limited, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.13
Mineral Claim Sales Agreement, dated as of May 28, 2008, by and among the Company and Thomas Mills, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.14
Promissory Note, dated as of May 29, 2008, by the Company, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.15
Director’s Agreement, dated as of June 17, 2008, by and between the Company and Olivier de Vergnies, incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-QSB for the period ended May 31, 2008, filed with the Securities and Exchange Commission on July 21, 2008.
10.16
Employment Agreement, dated as of July 18, 2008, by and among the Company and Gareth McMurray, incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-KSB for the year ended August 31, 2008, filed with the Securities and Exchange Commission on December 18, 2008.
10.17
Amendment to Employment Agreement, dated as of October 23, 2008, by and among the Company and Gareth McMurray, incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-KSB for the year ended August 31, 2008, filed with the Securities and Exchange Commission on December 18, 2008.
14.1
Code of Ethics, incorporated by reference to Exhibit 14.1 attached to Form 10-KSB filed with the Securities and Exchange Commission on December 18, 2008.
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Laureate Resources & Steel Industries Inc.
By: /s/ Hany Salem
Name: Hany Salem
Title: Principal Executive Officer and
Principal Financial Officer and
Principal Accounting Officer
Date: June 13, 2013
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.
/s/ Hany Salem
Name: Hany Salem
Title: Director
Dated: June 13, 2013