ITEM 1. BUSINESS
Background Information
Shaka Shoes, Inc., formerly Technology Resources, Inc., was originally incorporated on March 1, 1996, in Florida as Integrated Marketing Technology, Inc. Its name was changed to Technology Resources, Inc., on January 1, 1997. In 2009, a corporate action was approved by the shareholders to change the name of the Company to “Shaka Shoes, Inc.” This name change was effective and filed with the state of Florida as of May 22, 2009.
In January 2008, the Company received an unsolicited offer to do a business combination with Shaka Shoes, Inc. (SHAKA), a shoe and apparel design and manufacturing company located in Hawaii. The Hawaii-based company was formed in 2005 and has experienced growth throughout the United States and internationally. The business combination was completed in January 2009 with the transfer of 20,000,0000 shares of the Company’s common stock in exchange for the stock of the Hawaii-based company, at which time a corporate action was approved by the shareholders to change the name of the Company to “Shaka Shoes, Inc..”
On May 5, 2009, several of the Company’s majority shareholders entered into certain separate Stock Purchase Agreements with certain purchasers. Pursuant to the terms of the Stock Purchase Agreements, the Purchasers have transferred to the Shareholders total consideration of $5,040.68 to purchase an aggregate of 21,916,000 shares. A change of control of the Company occurred, and it was determined that the Company would continue its shoe manufacturing and marketing business.
Business Operations
Shaka Shoes, Inc. is a sales distribution company of specialty footwear made from ethylene vinyl acetate (EVA). Shaka Shoes footwear is made from our proprietary resin blend, called "ShakaZorb"™.
Shaka Shoes, Inc. was founded in 2005 by four brothers in a dive shop in Kailua-Kona, Hawaii. The diverse geography of Hawaii inspired the founders to develop a shoe that could go anywhere and do anything. Shaka Shoes, Inc. designs and distributes EVA footwear. The Company has since expanded to over 100 dealers in the United States and internationally.
Shaka Shoes aims to produce a top quality shoe at an entry-level price. All products are produced using a proprietary resin, ShakaZorb, which is a break-through, impact-absorbing material that provides the ultimate in comfort and support. Unique features of ShakaZorb include: (i) anti-microbial formulation; (ii) non-marking, anti-slip soles; (iii) a softer resin, with increased density to provide improved support and comfort; (iv) orthopedic foot bed that conforms to the unique foot bed within hours of initial wear; (v) non-toxic formula.
There are currently four models of Shaka Shoes available for immediate distribution.
Company locations and facilities include:
·
U.S. distribution headquarters is in Salt Lake City, Utah.
·
U.S. fulfillment headquarters is in Los Angeles, California, and Salt Lake City, Utah.
·
International distribution headquarters are in Edmonton, Alberta, Canada, and Toronto, Ontario, Canada.
·
Manufacturing facilities are located in Fuzhou and JinJiang, China.
·
Pending U.S. fulfillment centers are in Atlanta, Georgia and Baltimore, Maryland.
·
Pending International fulfillment centers are in Hamburg, Germany.
The current EVA footwear market is estimated at $1.2 billion annually. The primary manufacturer is Crocs footwear. They sell approximately $700 million annually. This represents approximately 72,000,000 pairs of shoes sold each year at the wholesale price of $15.00 per pair.
The footwear is produced in three factories in the People's Republic of China. These factories have the capacity to increase their production capacity in accordance with demand.
Business Development
Collateral Development. All brochures, print ads, direct mails, etc. that have the Shaka Shoes name associated with them will reflect the Shaka Shoes brand and company image. Therefore, the image developed will make Shaka Shoes a recognizable brand to all its collateral.
Web-site development. The Shaka Shoes website (http://www.ShakaShoes.com) is a virtual business card and portfolio for the company as well as its online "home" page. The website is simple, yet elegant and well designed. The website will stay current with the latest trends and information for the customers and will act as a portal to the programs and products offered.
There are three primary focuses for the Shaka Shoes website: The Shaka Shoes dealer network, Shaka Shoes Sales Representatives, and the end-consumer.
A successful marketing strategy to each of these categories is key to the success of the website.
The website will encourage dealer use through the following:
·
Secure dealer back-end with username and password to place real-time orders.
·
Dealer incentive programs offered through online order placement.
·
Promotional material available online - banners, signs, POS displays, etc.
·
Dealer newsletter for updates on new products, current specials, shipping information, etc.
The website will assist sales representatives through remote, secure access to website back-end to track complete history for contracted territories and dealer networks and the ability for representatives to assist their dealers in placing orders online directly for instant approval.
The website will target the end-consumer through a user-friendly shopping cart, a free newsletter for updates, product specials, promotions and contexts, providing encouragement and consumer feedback with online promotions such as "new color" contests, dealer locator to drive traffic to our dealers throughout the country, and online contests for free trips to Hawaii, free products and other prizes.
As Shaka Shoes grows internationally, a series of international websites will be developed and launched in the necessary languages to further increase brand awareness and sales throughout the world.
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, through the new business operating plan, during the next twelve months, or if we are unable to make a reasonable profit after twelve months, we may have to raise additional capital or 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
We presently have one full-time employee and one part-time employee.
On October 1, 2009, the Board of Directors of the Company accepted the resignations of Trent Walters as Chief Executive Officer and Director of the Company, Seth Gambee as Chief Financial Officer and Director of the Company, Lynae Gambee as Director of the Company, and Brett Walters as Director of the Company. The resignations of Trent Walters, Seth Gambee, Lynae Gambee, and Brett Walters are not due to any disagreements with the Company and none of these individuals have any claims against the Company.
On October 1, 2009, the Board of Directors of the Company elected Mr. Steven R. Wilmarth to serve as the sole Director of the Company. That same day, the Board of Directors appointed Mr. Wilmarth to serve as the Chief Executive Officer and the Chief Financial Officer.
On January 31, 2011, the Board of Directors of the Company accepted the resignation of Mr. Steve Wilmarth as Chief Executive Officer, Chief Financial Officer, Director and any and all other positions held with the Company. The resignation of Mr. Wilmarth was not due to any disagreements with the Company and Mr. Wilmarth has no adverse claims against the Company.
On January 31, 2011, the Board of Directors of the Company appointed Mr. James Scott to serve as the sole Director of the Company. That same day, the Board of Directors of the Company appointed Mr. James Scott as the Chief Executive Officer and Chief Financial Officer of the Company.
Mr. James Scott, age 37, graduated from Liberty University in 1997 with a BS in English literature and a minor in Asian history. Upon graduation, Mr. Scott moved to Korea to work as an independent consultant where he assisted Korean and Chinese executives to enhance their communication skills. Since returning to the United States in 2002, Mr. Scott has been working as an independent consultant with American companies assisting with corporate structuring, scalability concepts, and strategic alliance.
The Company has a consulting agreement with Diamond Conversions, Inc., Chienn Consulting, and Vincent Rees for consulting services through which the Company pays each $10,000 per month for their consulting services. Additionally, the Company has a consulting agreement with Hampton Growth Resources for $7,500 per month.
We currently have no other key employees and do not maintain employment agreements with any officers of the Company.
ITEM 1A.
ITEM 1A. RISK FACTORS
The statements contained in Item 1A that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words "expects," "intends," "plans," "projects," "believes," "estimates," "likely," "possibly," "probably," "goal," "objective," "target," "assume," "outlook," "guidance," "predicts," "appears," "indicator" and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Technology Resources, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our current expectations, estimates and projections. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) changes in general economic conditions; (ii) regulatory environmental developments and possible adverse application of various federal, state and local regulations; (iii) the effectiveness of our sales and marketing efforts; and (iv) changes in the competitive environment in the industry, including the entrance of new competitors and our ability to advance existing technology. These factors are discussed in detail in our 2007 annual report on Form 10-K/A under "Factors That May Affect Future Results and the Market Price of Common Stock. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.
There have been no material changes in market risk since the filing of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. The following are certain market risks identified by management.
We have not identified operations or a date of commencement of these operations as of December 31, 2008, and therefore there is limited information that can be used 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:
·
Management’s ability to establish a successor operating business and plan;
·
The Company’s ability to keep abreast of the changes by the government agencies and law;
·
Our ability to attract customers who require the product and services we will offer; and
·
Our ability to generate revenues through the sale of our product and services to potential customers who desire our products or need our services.
We cannot be sure that we will be successful in generating revenues in the future to cover our expenses. 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 limited 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.
We will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.
We may need to raise additional funds through public or private debt or sale of equity to achieve our plan of operations, as defined by new management. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. These funds may not be available or, if available, will be on commercially reasonable terms satisfactory to us. We may not be able to obtain financing if and when it is needed on terms we deem acceptable.
If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans. In addition, such inability to obtain financing on reasonable terms may delay the execution of our plan to expand our operations.
We have no operating history for the new business plan 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 enterprise. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.
Currently we have no significant assets. The likelihood of our success must be considered in light of the expenses and difficulties in developing or merging operating companies and obtaining financing to meet the needs of our plan.
Failure to comply with government regulations will severely limit our sales opportunities and future revenue
Failure to comply with federal and state regulatory and environmental requirements could affect our abilities to market and sell our products and could substantially reduce the value of your investment and the market price of our common stock.
Because we are smaller and have fewer financial and other resources than many companies, we may not be able to successfully compete in the very competitive industry, as will be defined in the new business operating plan.
Our Competitors have greater financial, marketing and distribution resources than we do and if we are unable to compete effectively with our competitors, we will not be able to increase revenues or generate profits. These other producers may be substantially more profitable than us, which may make it more difficult for us to raise any financing necessary for us to achieve our business plan and may have a materially adverse effect on the market price of our common stock.
We have a limited operating history.
Shaka Shoes was organized in 2005, and has spent the past few years testing and proving its business concept in the U.S. and International markets. While this experience suggests the ability to roll out successful locations in neighboring markets, Shaka Shoes will continue to face the difficulties of any new business including lack of financial history, need for additional capital, potential existing and new competition, changing economic conditions, and the challenges of expansion.
We face a need for additional capital.
Shaka Shoes will likely need more investor capital in the future and there is no assurance that it will be able to raise such capital on reasonable terms, if at all.
We are an expansion stage company.
Shaka Shoes has experienced limited success in its initial endeavors. This initial success does not assure success in additional markets or with additional products or offerings.
We are dependent on management personnel.
Shaka Shoes’ future success is largely dependent upon its existing management team, which includes directors and key consultants. The loss of one or more of these officers and directors through injury, death or termination of employment, could result in the investment of significant time and resources for recruiting and replacement. There is no assurance that Shaka Shoes could find the right mix of talent and experience to replace its existing team. There is also no assurance that as Shaka Shoes grow, the existing team can successfully manage the growth of the Company or that Shaka Shoes can attract new talent to the Company as needed.
We face potential liability in our business practices.
Shaka Shoes faces potential liability in its business including product liability in the development, manufacturing, and use of Shaka products. Shaka Shoes mitigates the potential liability by remaining knowledgeable of relevant rules and regulations, providing training to its members and employees, and carefully managing the development, manufacturing and use of Shaka products, including complaints and problems related to Shaka products. Shaka Shoes will seek appropriate levels of liability insurance.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments.
ITEM 2.
ITEM 2. PROPERTIES
Our principal executive offices are located at 2507 South 300 West, Salt Lake City, Utah 84115. Our phone number is (801) 467-4439. The Company has had limited need for use of office space or equipment during the current period. Any use of office space or equipment supplied by the shareholders or parties related to the shareholders has, thus far, been immaterial.
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. RESERVED
This item was removed and reserved pursuant to SEC Release No. 33-9089A issued on February 23, 2010.
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 “SHKZ”. The Company received its "Notice of Effectiveness" on December 12, 2007 from the SEC. The Company's stock commenced trading on the exchange in the first quarter of 2008.
High
Low
Fiscal Year 2010
Fourth quarter ended December 31, 2010
$ .01
$ .01
Third quarter ended September 30, 2010
.04
.04
Second quarter ended June 30, 2010
.05
.05
First quarter, ended March 31, 2010
.16
.05
Fiscal Year 2009
Fourth quarter ended December 31, 2009
$ .06
$ .06
Third quarter ended September 30, 2009
.06
.06
Second quarter ended June 30, 2009
.06
.06
First quarter, ended March 31, 2009
1.01
.06
Approximate Number of Equity Security Holders
On July 13, 2011 the Company's common stock had a closing price quotation of $0.009. As of July 13, 2011, there were approximately 161,595,200 shares issued and outstanding with 452 certificate 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.
Cautionary Notice Regarding Forward Looking Statements
The information contained in Item 7 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.
Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures
We use GAAP financial measures in the section of this report captioned "Management’s Discussion and Analysis or Plan of Operation" (“MD&A”). All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.
Overview
This subsection of MD&A provides an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.
General
We were incorporated in Florida on March 1, 1996, as Integrated Marketing Technology, Inc. Our name was changed to Technology Resources, Inc., on January 1, 1997.
Up until May 20, 2008, we provided employee placement services nationally and internationally with our immediate market in the Tampa Bay region. Permanent employment staffing, technical and functional, was our emphasis, however, temporary staff augmentation provided ancillary revenue.
On May 20, 2008, a change of control in the Company occurred. We ceased operations as an employee placement service and are awaiting direction from the new controlling stockholders. The targeted direction has been, since May 20, 2008, to place the shoe manufacturer, Shaka Shoes, as the operating company.
In January 2008, the Company received an unsolicited offer to do a business combination with a shoe and apparel design and manufacturing company located in Hawaii. The Hawaii-based company was formed in 2005 and has experienced growth throughout the United States and internationally. In January 2009, subsequent to this report date, we have completed a transfer of 20,000,000 shares of the Company’s common stock in exchange for the stock of the Hawaii-based company.
Sources of Revenue
Since May 20, 2008, the Company has not generated any revenue, as our business model is being developed and certain conditions are being finalized in the acquisition of the operating company. We believe that finalization will be completed by the second half of 2011.
Economic and Industry Wide Factors Relevant to our Company
During economic slow-down it was anticipated that there would be a slow-down in permanent placements, as the companies that we service tend to down-size their personnel. Management anticipated this slow-down and entered into an agreement to sell a majority interest in the Company that would bring a more recession-proof business into the company.
Alternative Business Strategy
Since our Registration Statement has been declared effective, the Company has actively been seeking capital from Investment Banks and Private and Venture Capitalists. As of the date of the filing of this report, the Company has not been able to secure additional capital on terms favorable to the Company and its stockholders. The Officers and Directors have determined that it must consider alternative methods of maintaining and increasing company revenues as well as shareholder value. They have determined that strategic alliances, joint ventures, roll-ups, or acquisitions should be considered as a part of a prudent business plan for the future. The Company has begun considering these latter approaches as all efforts at seeking capital have been unsuccessful. The Officers and Director believe they are responsible for maintaining the Company operations as well as increasing shareholder value and are in process of completing transaction for the control of a new operating company.
Plan of Operation (Successor Strategy)
In January 2008, the Company received an unsolicited offer to do a business combination with a shoe and apparel design and manufacturing company located in Hawaii. The Hawaii-based company was formed in 2005 and has experienced growth throughout the United States and internationally. In January 2009 we have assigned the operations of the Company to a sales and marketing wholesale distribution company, affected by completing a transfer of 20,000,000 shares of the Company’s common stock in exchange for the stock, subsequently assigned to the management of the sales and marketing of our designer footwear.
The plan of operation is being designed for the new business model. In the next twelve months the Company is seeking additional capital investments and or financing for:
-
expansion of operation facilities
-
increase in sales and marketing efforts
Results of Operations
For the twelve months ended December 31, 2010 and 2009
Revenues. For the years ended December 31, 2010 and 2009 revenues were $0 and $0, respectively. Since the business experienced a drop in opportunities, due to economic conditions, resulting in the decision to cease operations in the second quarter of 2008, no revenue was earned for 2008.
Operating Expenses. Due to limitations the Company ceased operations, until such time to initiate new operating company, therefore costs represented are professional in nature for the continued reporting and due diligence required in the assessment and merger of targeted operating company. Operating expenses were $1,877,375 and $5,181,840 for the years ended December 31, 2010 and 2009, respectively. Operating expenses incurred for the majority of 2010 have been for the continued support of the entity’s reporting requirements, due diligence in the acquisition of the targeted operating company and marketing and business development planning. Included in the operating expenses for 2009 is an impairment charge for the acquisition of Shaka Shoes, the operating company, in the amount of $1,176,403. The impairment was considered based on the value paid and the assumption of debt. There were no operating assets, only the rights to manufacture and distribute the product. Due to the lack of revenue, valuation considerations were challenging and although management considers the product design and rights as valuable, quantifying the valuation of these rights are impractical. Other expenses included in operating expenses are primarily professional fees for legal, accounting and consulting services.
Net Loss. The Company incurred net losses of $1,908,229 and $5,236,198 for the years ended December 31, 2010 and 2009, respectively. The Company has found the current year economic environment challenging in its efforts to establish the Shaka product line and procure production, resulting in losses due to the difficulty in completing the acquisition of the target Company. The Company ceased its prior operations in the second quarter of 2008 and has not established any earned revenue through 2010 and 2009. The Company is diligently working towards marketing and sales orders and procuring production and distribution operations.
Liquidity and Capital Resources
As of December 31, 2010, we had no cash or cash equivalents. Liabilities at December 31, 2010 totaled $1,602,586 and consisted of $356,759 in accrued liabilities (payables and accrued expense) and a note payable of $1,245,827.
Upon the installation of the new operating company, the Company may seek additional capital investments for support and expansion of the new operations and its working capital needs. To achieve this objective, the Company may sell shares of common stock. However, completion of our operating plan is subject to attaining adequate revenue and profits. We cannot assure investors that adequate revenues or profits will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without achieving projected revenue and profit results within the next twelve months, we anticipate being able to continue with our present activities, but we may require financing to achieve our goal of profit, revenue and growth.
Inflation
Inflation does not materially affect our business or the results of our operations.
Subsequent Events
Business Combination and Share Exchange Agreement
The Company received an unsolicited offer to do a business combination with a Hawaii-based manufacturing firm, related party to the Majority Purchasers in the latter part of 2007. On November 13, 2008, the Company entered into an Agreement for Share Exchange with Shaka Shoes, Inc., the Hawaii company (“SHAKA”) and Lynae Gambee, Brett Walters, Trent Walters, Steve Wilmarth and Tiffany Williams, individually, the owners and shareholders of SHAKA (the “Shareholders”)
Pursuant to the terms of the Agreement, the Company shall acquire a 100% ownership interest in SHAKA from the Shareholders. Consideration to be paid by Technology Resources, Inc. to the Shareholders shall be a total of 20,000,000 shares of its common stock (the “Exchange Shares”) in exchange for 100% of the ownership interests in SHAKA. According to the terms of the Agreement, Lynae Gambee, Brett Walters, Trent Walters, Steve Wilmarth and Tiffany Williams shall each receive 4,000,000 shares of common stock in the Company. The Exchange shall take place according to the terms of the Agreement and in accordance with applicable law. Immediately following completion of the share exchange transaction through the issuance of the Exchange Shares, Technology Resources, Inc. shall have a total of approximately 38,930,200 shares of its common stock issued and outstanding. The Agreement will close subject to the provisions and conditions of the Agreement and the discretion of the parties. Exchange of shares occurred on January 21, 2009.
On January 21, 2009, the original parties to in the Agreement for Share Exchange, assigned their agreement to Steve Wilmarth and a group which will make efforts to market and sell the Shaka designed footwear through distribution channels. The share assignment was completed on May 9, 2009 pursuant to their agreement.
On January 31, 2011, James Scott, through a series of Stock Purchase Agreements acquired 100% ownership in the Company.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
The Company’s significant accounting policies are presented in the Company’s notes to financial statements for the period ended December 31, 2010 and 2009, which are contained in this filing, the Company’s 2010 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals 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.
Recent Accounting Pronouncements
The Financial Accounting Standards Board and other standard-setting bodies issued new or modifications to, or interpretations of, existing accounting standards during the year. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. These recently issued pronouncements have been addressed in the footnotes to the financial statements included in this filing.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
Shaka Shoes, Inc.
As of December 31, 2010 and December 31, 2009
And for the Years Ended December 31, 2010, and 2009
Contents
Financial Statements:
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Changes in Stockholders’ (Deficit) Equity
Statements of Cash Flows
Notes to Financial Statements
17 - 19
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Shaka Shoes, Inc.
Salt Lake City, Utah
I have audited the accompanying balance sheets of Shaka Shoes, Inc. as of December 31, 2010 and 2009, and the related statements of operations, changes in stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shaka Shoes, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements the Company has suffered a loss from operations and has a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Aurora, Colorado Ronald R. Chadwick, P.C.
July 12, 2011 RONALD R. CHADWICK, P.C.
Shaka Shoes, Inc.
Balance Sheets
December 31,
December 31,
ASSETS
TOTAL ASSETS
$
-
$
-
LIABILITIES & STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses
$
356,759
$
1,091,807
Notes Payable
1,245,827
348,675
Total current liabilities
1,602,586
1,440,482
Stockholders' Deficit
Common stock, $.001 par value, 200,000,000 shares authorized,
55,595,200 and 38,986,000 issued and outstanding
55,595
38,986
Paid in capital
5,728,164
3,998,648
Accumulated deficit
(7,386,345)
(5,478,116)
Total stockholders’ deficit
(1,602,586)
(1,440,482)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
-
$
-
See accompanying notes to the financial statement
Shaka Shoes, Inc.
Statements of Operations
See accompanying notes to the financial statement
Shaka Shoes, Inc.
Notes to Financial Statements
December 31, 2010 and 2009
NOTE A - ORGANIZATION AND NATURE OF BUSINESS
Background Information
Shaka Shoes, Inc., was originally incorporated on March 1, 1996 in Florida as Integrated Marketing Technology, Inc. Its name was changed to Technology Resources, Inc., on January 1, 1997. In 2009, a corporate action was approved by the shareholders to change the name of the Company to “Shaka Shoes, Inc.” This name change was effective and filed with the state of Florida as of May 22, 2009.
In January 2008, the Company received an unsolicited offer to do a business combination with a shoe and apparel design and manufacturing company located in Hawaii. The Hawaii-based company was formed in 2005 and has experienced growth throughout the United States and internationally.
In January 2009, the Hawaii-based manufacturing company assigned its rights under the offer to owners and directors to carry-out the business plan to sell, market and wholesale the designed footwear. The completion of the assignment occurred on the transfer of 20,000,000 shares of the Company’s common stock, which were then assigned to the then eventual majority holders on May 5, 2009, pursuant to the terms of their Stock Purchase Agreements.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the years ended December 31, 2010 and 2009; (b) the financial position at December 31, 2010, and (c) cash flows for the years ended December 30, 2011 and 2009, has been made.
Certain reclassifications have been made to prior reported amounts. These reclassifications were made for the purpose of comparability to the current information presented and any reclassifications are considered immaterial.
Use of Estimates
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals 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.
Financial Instruments
Effective January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level 1:
Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:
Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:
Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
Accounting Standards Codification
The issuance by the FASB of the Accounting Standards CodificationTM (the “Codification”) on July 1, 2009 (effective for interim or annual reporting periods ending after September 15, 2009), changes the way that GAAP is referenced. Beginning on that date, the Codification officially became the single source of authoritative nongovernmental GAAP; however, SEC registrants must also consider rules, regulations, and interpretive guidance issued by the SEC or its staff. The change affects the way the Company refers to GAAP in financial statements and in its accounting policies. All existing standards that were used to create the Codification became superseded. Instead, references to standards consist solely of the number used in the Codification’s structural organization.
Subsequent Events
In May 2009, the FASB issued ASC Topic 855: Subsequent Events (“ASC855”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. For purposes of determining whether a post-balance sheet event should be evaluated to determine whether it has an effect on the financial statements for the year ended December 31, 2010, subsequent events were evaluated by the Company through the date on which the financial statements have been filed with the Securities and Exchange Commission.
Cash and Cash Equivalents
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.
Furniture and Equipment
Furniture and equipment is stated at cost. Depreciation is computed using accelerated methods over the estimated useful lives of the assets (five years for furniture and equipment). Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. 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. Due to the change in ownership and relocation, the Company disposed or abandoned all fixtures and equipment. Furniture and equipment were fully depreciated as of December 31, 2008, therefore the carrying value of the equipment was $0 and no charge to expenses was recognized upon abandonment.
Revenue Recognition
The Company will be generating revenue by shipping merchandise to its customers. Upon shipment of orders, revenue will be recognized, according to the terms of the shipping agreement, normally FOB shipping point, at which time title and risk of loss passes to the purchaser. At that point in time the price had been determined and collectability reasonably assured and revenue is recognized.
Related Party Transactions and Loans
Shareholder loans consist of amounts advanced to the Company for the purpose of financing the cash requirements of the Company. Related party receivables and payables have occurred for the specific purposes of transactions (target acquisition). Advances are considered demand loans and is interest bearing at a reasonably determined interest rate. Advances are intended to be temporary; however, payment is dependent on the lenders demand.
NOTE C - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has a material net loss, negative cash flows from operations and an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the company’s ability to raise additional funds and implement its new business plan. Based on management’s viable plan, the financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
NOTE D - DEBT
Note Payable
The Company entered into a promissory note payable with an unrelated party on February 26, 2006 in the amount of $100,000 United States dollars and on September 17, 2007 in the amount of $242,554 United States dollars. Each note was payable in Canadian dollars one year from issuance, with interest accrued at 4%. The Company has not made payment on the note or the accrued interest. The note is payable on demand. The Company has recognized the change in the revaluation of the note at the exchange rate on the balance sheet in the amount of $17,152 and $6,121 for 2010 and 2009The amount due in United States dollars, as of December 31, 2010 and 2009 is $365,827 and $348,675. Accrued expenses include the accrued interest at end 2010 and 2009 in the amount of $51,354 and $37,652, and amounts accrued are charged to interest expense.
On March 31, 2010 the Company entered into a promissory notes payable, non-interest bearing and payable upon demand, for prior services rendered and recorded in accounts payable. The identical notes are in the amount of $350,000 each, to two unrelated firms. On June 30, 2010, September 30, 2010 and December 31, 2010 the Company converted an additional $30,000 each, for each quarterly period, under the same conditions of the original notes. Total promissory notes payable on demand for this series of notes were $880,000 as of December 31, 2010.
NOTE E - INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The company fully utilized all available net operating losses at December 31, 2007. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses since 2008 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.
Current Provision (Benefit):
Federal
$ (648,800)
$ (1,780,300)
State, net of federal benefit
(68,700)
(188,500)
Total
(717,500)
(1,968,800)
Valuation Allowance
717,500
1,968,800
Net Current Provision (Benefit)
$ -
$ -
Deferred Tax Asset:
Net Operating Loss
2,686,400
1,968,900
Goodwill
-
Deferred Tax Asset
2,686,400
1,968,800
Valuation Allowance
(2,686,400)
(1,968,800)
Net Deferred Tax Asset
$ -
$ -
The Company has recorded a 100% valuation allowance against the net deferred tax asset at December 31, 2010 and 2009 due to the uncertainty of its ultimate realization. As time passes, management will be able to better assess the amount of tax benefit it will realize from using the net deferred tax asset resulting from the loss carry forward. At December 31, 2010, the Company has available unused federal net operating losses of approximately $5,966,222 that may be used against future taxable income and if not utilized, will expire between 2028 and the end of 2029.
NOTE F - EARNINGS PER COMMON SHARE
The Company follows SFAS No. 128, “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 year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. There are no share equivalents and, thus, anti-dilution issues are not applicable. For comparative purposes, the weighted average shares were restated from prior periods to reflect subsequent stock splits.
NOTE G - RECENT ACCOUNTING PRONOUNCEMENTS
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.
NOTE H - RELATED PARTY TRANSACTIONS
During the transition period, the Company has minimal needs for office space. The current shareholders have provided, as necessary, any minimal use of office and office equipment at no charge.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures .
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also 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.
With respect to the fiscal year ending December 31, 2010, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, the Company’s management has concluded that its disclosure controls and procedures were not effective as of December 31, 2010 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.
Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed in this annual report on Form 10-K has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.
With respect to the fiscal year ending December 31, 2010, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal controls over financial reporting, and based on the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our evaluation regarding the fiscal year ending December 31, 2010, the Company’s management, including its Chief Executive Officer, has concluded that its internal controls over financial reporting were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.
Management is in the process of determining how best to change our current system and implement a more effective system to ensure that information required to be disclosed in this Annual Report on Form 10-K has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to develop procedures to address them to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.
All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. 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. Accordingly, even those systems determined to be effective can provide us only with reasonable assurance with respect to financial statement preparation and presentation.
This Annual Report on Form 10-K 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 temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Controls.
There have been no changes in the Company’s internal control over financial reporting during the three months ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and directors and their ages as of December 31, 2010 is as follows:
NAME
AGE
POSITION
Steve Wilmarth
Chief Executive Officer and Director (prior)
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
Mr. Wilmarth, age 48, graduated from the University of Phoenix with a Bachelor of Science in Business Administration and a minor in Marketing. Following his graduation from college, Mr. Wilmarth attended Westminster College where he graduated with a Master’s in Business Administration. From 1984-1994, Mr. Wilmarth worked at US West/Quest Dex Yellow Pages where he worked as a Sales Account Manager. From 1995-2003, Mr. Wilmarth worked at Yahoo Concepts as a Partner/Sales Consultant in the Operations and Marketing Divisions. From 2003-present, Mr. Wilmarth has worked at Parker International, Inc. as the Vice President of Import Sales and Operations where he has been responsible for the operations and sales of multiple import businesses.
Our executive officers and directors and their ages as of the date of this filing is as follows:
NAME
AGE
POSITION
James Scott
Chief Executive Officer, Chief Financial Officer, and Director (current)
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
Mr. James Scott, age 37, graduated from Liberty University in 1997 with a BS in English literature and a minor in Asian history. Upon graduation, Mr. Scott moved to Korea to work as an independent consultant where he assisted Korean and Chinese executives to enhance their communication skills. Since returning to the United States in 2002, Mr. Scott has been working as an independent consultant with American companies assisting with corporate structuring, scalability concepts, and strategic alliance.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Code of Ethics
We have adopted a code of ethics 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 are to be posted on our website at a future time. 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
We are a small reporting company, 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 audit, compensation or other nominating committees. In addition to the contact information in private placement memorandum, 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 Officers and the most highly compensated employees who served at the end of the fiscal year December 31, 2010 and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2008 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 December 31, 2010 and 2009 except as listed below.
SUMMARY COMPENSATION TABLE
The stock awards set forth on this table were issued for services rendered to the Company by the Mr. Wilmarth. This dollar estimate is based on the fair market value at the date of grant at the close of business in accordance with ASC 718-20 (formerly SFAS No. 123R, Share-Based Payment).
As of the date of this filing, our current officer and director, Mr. James Scott, has not received any annual or long-term compensation in connection with the Company.
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 Steve Wilmarth. We are actively seeking additional board members with industry experience.
Employment Agreements
Currently, we have no employment agreements with any of our Directors or Officers.
Director Compensation
We have provided no compensation to our directors for services provided as directors.
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of July 13, 2011 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
The percent of class is based on 53,786,200 shares of common stock issued and outstanding as of April 11, 2010.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The Company has had limited need for use of office space or equipment. Any use of office space or equipment supplied by related parties has, thus far, been immaterial.
There have been no other material related party transactions.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by Ronald R. Chadwick, PC for professional services rendered for the audit of the Company’s financial statements for the fiscal years ended December 31, 2010 and 2009, for the review of the Company’s financial statements for the periods ended March 31, 2010, June 30, 2010, and September 30, 2010. Audit fees were $12,500 and $12,500 for the years ended December 31, 2010 and 2009, respectively.
Audit Related Fees
For our fiscal years ended December 31, 2010 and 2009 we did not incur any audit related fees.
Tax Fees
For our fiscal years ended December 31, 2010 and 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 December 31, 2010 and 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 there under, 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
Exhibits and Reports on Form 8-K.
All of the above listed exhibits (with the exception of exhibits 31.1, 31.2, 32.1, and 32.2 filed herewith) were filed with the Registration filed on Form SB-2 on October 2, 2002, and its associated Amendments.
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, there unto duly authorized.
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/ James Scott
James Scott
Chief Executive Officer
July 13, 2011
/s/ James Scott
James Scott
Chief Financial Officer
July 13, 2011