ITEM 1.
BUSINESS
Historical Development
Java Express, Inc. was incorporated on December 14, 2001, under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations.
From April through July of 2003, we conducted a limited offering in the State of Nevada pursuant to the exemption provided for under Section 3(b), Regulation D, Rule 504 of the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with the Nevada Revised Statutes. We raised $79,000 for the purpose of pursuing our coffee kiosk business. On January 12, 2004, Java Express filed a registration statement on Form 10-SB on a voluntary basis in order to become subject to the reporting requirements of Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
Java was unsuccessful in establishing retail coffee shop locations and on September 29, 2004, acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation (“K-Com”), and began developing K-Com’s existing business coaching operations. On January 30, 2006, we dissolved K-Com and all of its assets and liabilities were absorbed by Java Express. We were unsuccessful in fully implementing our K-Com business plan and have not generated any revenues from our coaching services since June 2006. Although management continued for a time to seek new clients and contracts, we have now ceased operations and are currently seeking funding sources, other business opportunities, and acquisitions. We are now considered a “blank check” company.
In March of 2008, we began satisfying outstanding convertible notes through the use of restricted stock. We also commenced a private offering of up to 1,100,000 common shares of restricted stock to “accredited” and/or “sophisticated” investors at $0.05 per share. The purpose of the offering was to satisfy one remaining convertible note, to pay various legal fees and to satisfy a $25,000 debt, which was settled for $19,000, to a former officer/director. The balance of the $55,000 proceeds is dedicated to working capital.
Our Business
We were originally incorporated to operate retail coffee shops but changed our business purpose in 2004 to that of consulting and coaching services for small business. We provided “in-depth” services to small businesses customized to their individual needs with a focus on: (1) writing business plans; (2) ongoing consulting services which included building and increasing organizational effectiveness, developing and implementing marketing ideas, and strategic planning, and (3) bookkeeping services. We were unsuccessful in fully implementing that plan and are seeking and investigating other business opportunities.
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” that is engaged in any industry selected. Accordingly, we are deemed to be a “shell company,” as defined in Rule 12b-2 promulgated under the “Exchange Act”), by the SEC.
These types of transactions are customarily referred to as reverse reorganizations in which the acquired company’s shareholders become controlling shareholders in the acquiring company, and the acquiring company becomes the successor to the business operations of the acquired company.
When and if we will select either an industry or business in which to engage or complete an acquisition of any kind is presently unknown, and will depend upon many factors, including but not limited to, those that are outlined below.
We are not currently engaged in any substantive business activity, and we have no plans to engage in any such activity in the foreseeable future. In our present form, we may be deemed to be a vehicle to acquire or merge with a business or company. Regardless, the commencement of any business opportunity will be preceded by the consideration and adoption of a business plan by our Board of Directors. We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities or acquisitions, reorganizations or mergers may include, but will not be limited to, the fields of high technology, manufacturing, natural resources, service, research and development, communications, transportation, insurance, brokerage, finance and all medically related fields, among others. We recognize that the number of suitable potential business ventures that may be available to us will be extremely limited, and may be restricted, as to acquisitions, reorganizations and mergers, to entities who desire to avoid what such entities may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of going public. The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement such laws, rules and regulations. Form 8-K of the SEC regarding shell companies and transactions with shell companies requires the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and pro forma financial statements, within four business days of the closing of any such transaction; this may eliminate many of the perceived advantages of these types of transactions. These regulations also deny the use of Form S-8 for the registration of securities of a “shell company,” and limit the use of Form S-8 to a reorganized “shell company” until the expiration of 60 days from when any such entity is no longer considered to be a “shell company.” This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such an instance, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense costs that are normally avoided by reverse reorganizations .
Amendments to Rule 144 effective on February 15, 2008, codified the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that wants to utilize us as a means of going public. See the heading “Resales of Unregistered Securities,” Part II, Item 5, for a discussion of the general requirements of Rule 144 and the limitations of the Rule with respect to shell companies.
Any of these types of transactions, regardless of the particular prospect or industry, would require us to issue a substantial number of shares of our common stock, that could amount to as much as 95% or more of our outstanding voting securities following the completion of any such transaction; accordingly, investments in any such private enterprise, if available, would be much more favorable than any investment in us.
Management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merit of any such business’ or company’s technological changes; the present financial condition, projected growth potential and available technical, financial and managerial resources of any such business or company; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such company’s management services and the depth of its management; the business’ or the company’s potential for further research, development or exploration; risk factors specifically related to the business’ or company’s operations; the potential for growth, expansion and profit of the business or company; the perceived public recognition or acceptance of the company or the business’ products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.
Furthermore, the results of operations of any specific business or company may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Also, in the case of a new business venture, or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness, or the abilities of its management or its business objectives. Additionally, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such enterprise will be unproven, and cannot be predicted with any certainty.
Our Management will attempt to meet personally with management and key personnel of the business or company providing any potential business opportunity afforded to us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent due diligence measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of our management, and the lack of available funds for these purposes, these activities may be limited.
We are unable to predict the time as to when, and if we may ever actually participate in any specific business endeavor. We anticipate that proposed business ventures will be made available to us through personal contacts of our directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners of our securities or their “affiliates.” In that event, such fees may become a factor in negotiations regarding any potential venture and, accordingly, may present a conflict of interest for such individuals. Management does not presently intend to acquire or merge with any business enterprise in which any member has a prior ownership interest.
Our directors and executive officers have not used any particular consultants, advisors or finders on a regular basis.
Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of management in the future for services that they may perform for us. Because we currently have extremely limited resources, and because we are unlikely to have any significant resources until we have determined a business or enterprise to engage in, or have completed a merger or acquisition, management expects that any such compensation would take the form of an issuance of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders.
Substantial fees are often paid in connection with the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $600,000 or more. These fees are usually divided among promoters or founders or finders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of the shares of common stock owned by them. Management may actively negotiate or otherwise consent to the purchase of all or any portion of their common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid, they may become a factor in negotiations regarding any potential acquisition or merger by us, and accordingly, may also present a conflict of interest for such individuals. We have no present arrangements or understandings respecting any of these types of fees or opportunities.
None of our directors, executive officers, founders or their affiliates or associates has had any negotiations with any representatives of the owners of any business or company regarding the possibility of an acquisition, reorganization, merger or other business opportunity for us; nor are there any similar arrangements with us.
Principal Products or Services and Their Markets
None; not applicable.
Distribution Methods of the Products or Services
None; not applicable.
Status of any Publicly Announced New Product or Service
None; not applicable.
Competitive Business Conditions and Small Business Issuer’s Competitive Position in the Industry and Methods of Competition
Management believes that there are literally thousands of blank check or shell companies engaged in endeavors similar to those planned to be engaged in by us; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets. There is no reasonable way to predict our competitive position or that of any other entity in the strata of these endeavors; however, we, having limited assets and cash reserves, will no doubt be at a competitive disadvantage in competing with entities which have recently completed IPO’s, have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by us for the past several years.
Sources and Availability of Raw Materials and Names of Principal Suppliers
None; not applicable.
Dependence on One or a Few Major Customers
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration
None; not applicable.
Need for any Governmental Approval of Principal Products or Services
Because we currently produce no products or services, we are not presently subject to any governmental regulation in this regard, except applicable securities laws, rules and regulations, as outlined above, and under the heading below. However, in the event that we engage in any business endeavor or complete any merger or acquisition transaction with an entity that engages in governed activities, we will become subject to all governmental approval requirements to which the business or the merged or acquired entity is subject.
Effect of Existing or Probable Governmental Regulations on Business
The integrated disclosure system for small business issuers adopted by the SEC in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a “Small Business Issuer,” defined to be an issuer that has revenues of less than $25 million; is a U.S. or Canadian issuer; is not an investment company; and if a majority-owned subsidiary, the parent is also a small business issuer; provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer’s outstanding securities held by non-affiliates) of $25 million or more. We are now considered to be a “smaller reporting company, effective February 4, 2008, when the SEC abolished Regulation SB.
The SEC, state securities commissions and NASAA have expressed an interest in adopting policies that will streamline the registration process and make it easier for a small business issuer to have access to the public capital markets. The present laws, rules and regulations designed to promote availability to the small business issuer of these capital markets and similar laws, rules and regulations that may be adopted in the future will substantially limit the demand for blank check or shell companies like us, and may make the use of these companies obsolete.
We are also subject to the Sarbanes-Oxley Act of 2002. This Act creates a strong and independent accounting oversight board to oversee the conduct of auditors, of public companies and to strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14-A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14-A or 14-C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K12G3.
If we are acquired by a “non-reporting issuer” under the Exchange Act, we will be subject to the “back-door registration” requirements of the SEC that will require us to file a Current Report on Form 8-K12G3 that will include all information about such “non-reporting issuer” as would have been required to be filed by that entity had it filed a Form 10 or Form 10-SB Registration Statement with the SEC. The SEC proposed on April 13, 2004, that any acquisition that will result in us no longer being a blank check or “shell company” will require us to include all information about the acquired company as would have been required to be filed by that entity had it filed a Form 10 Registration Statement with the SEC.
We are also prohibited from utilizing Form S-8 for the registration of our securities until we have not been a “shell company” for at least 60 days.
Under subparagraph (i) of Rule 144, no sales of “restricted securities” issued by us while we are a “shell company” can be publicly sold for at least one year from when we file the “Form 10 information” about any acquisition, reorganization or merger that results in us no longer being considered to be a “shell company.”
Research and Development Costs During the Last Two Fiscal Years
None; not applicable.
Cost and Effects of Compliance with Environmental Laws
None; not applicable. However, environmental laws, rules and regulations may have an adverse effect on any business venture viewed by us as an attractive acquisition, reorganization or merger candidate, and these factors may further limit the number of potential candidates available to us for acquisition, reorganization or merger.
Number of Total Employees and Number of Full Time Employees
None.
Reports to Security Holders
You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports that we have filed electronically with the SEC at their internet site www.sec.gov.
ITEM 1A.
ITEM 1A.
RISK FACTORS
In any business venture, there are substantial risks specific to the particular enterprise which cannot be ascertained until a potential acquisition, reorganization or merger candidate has been specifically identified; however, at a minimum, our present and proposed business operations will be highly speculative, and will be subject to the same types of risks inherent in any new or unproven venture, and will include those types of risk factors outlined below, among others that cannot now be determined.
Extremely Limited Assets; No Source of Revenue.
We have virtually no assets and have had no profitable operations since inception. We will not receive revenues until we select an industry in which to commence business or complete an acquisition, reorganization or merger, at the earliest. We can provide no assurance that any selected or acquired business will produce any material revenues for us or our stockholders, or that any such business will operate on a profitable basis .
We are deemed to be a Shell Company Until We Adopt a Business Plan and Commence Principal Significant Operations.
The limited business operations of ours, as now contemplated, involve those of a “shell company.” The only activities to be conducted by us are to manage our current limited assets and corporate standing, and to seek out and investigate the commencement or the acquisition of any viable business opportunity by purchase and exchange for our securities, or pursuant to a reorganization or merger through which our securities will be issued or exchanged.
Discretionary Use of Proceeds; Blank Check or Shell Company.
Because we are not currently engaged in any substantive business activities, as well as management’s broad discretion with respect to selecting a business or industry for commencement of operations or completing an acquisition of assets, property or a business, we are deemed to be a “blank check” or “shell company.” Although management intends to apply any proceeds that we may receive through the private issuance of stock or debt to a suitable business enterprise, subject to the criteria identified above, such proceeds will not otherwise be designated for any more specific purpose. We can provide no assurance that any use or allocation of such proceeds will allow us to achieve our business objectives. We will comply with Rule 419 of Regulation C of the SEC if we issue stock or debt in a public offering, by depositing proceeds promptly into an escrow account or trust account that provides that the funds would not be released until we provide the purchaser of any such securities with information regarding the business combination and also receive in writing a confirmation regarding its, his or her decision to invest.
We Are Not Currently Engaged in any Substantive Business Activity, and We Have No Plans to Engage in any Such Activity in the Foreseeable Future, Except the Search for a Business or an Entity to Acquire that May Be Beneficial to Us and Our Stockholders .
When and if we will complete an acquisition is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to us on terms acceptable to us.
We Will Seek Out Business Opportunities.
Management will seek out and investigate business opportunities through every reasonably available fashion, including personal contacts, professionals, securities broker dealers, venture capital personnel, members of the financial community and others who may present unsolicited proposals; we may also advertise our availability as a vehicle to bring a company to the public market through a reverse reorganization or merger, subject to the limitations on any such advertising that are included in the Securities Act, and the General Rules and Regulations of the SEC promulgated thereunder.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because we have not yet identified any industry or assets, property or business that we may engage in or acquire, our potential investors will have virtually no substantive information upon which to base a decision of whether to invest in us. Potential investors would have access to significantly more information if we had already identified a potential acquisition, or if the acquisition target had made an offering of its securities directly to the public. We can provide no assurance that any investment in us will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, we have not identified any particular industry or business in which to concentrate our potential interests. Accordingly, prospective investors currently have no basis to evaluate the comparative risks and merits of investing in any industry or business in which we may acquire. To the extent that we may acquire a business in a high risk industry, we will become subject to those risks. Similarly, if we acquire a financially unstable business or a business that is in the early stages of development, we will also become subject to the numerous risks to which those businesses are subject. Although management intends to consider the risks inherent in any industry and business in which we may become involved, there can be no assurance that we will correctly assess such risks.
Uncertain Structure of Acquisition.
Management has had no preliminary contact or discussions regarding, and there are no present plans, proposals or arrangements to engage in or acquire any specific business, assets, property or business. Accordingly, it is unclear whether such an acquisition would take the form of a purchase with a funding requirement as a condition precedent to closing, or an exchange of capital stock, a merger, or an asset acquisition. However, because we have virtually no resources as of the date of this Annual Report, management expects that any such acquisition would take the form of an exchange of capital stock.
Losses Associated With Startup.
We have not had a profitable operating history. We cannot guarantee that we will become profitable.
Federal and State Restrictions on Blank Check or Shell Companies.
Federal Restrictions
Recent amendments to Form 8-K by the SEC regarding shell companies and transactions with shell companies require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and pro forma financial statements, within four business days of the closing of any such transaction. These new regulations also deny the use of Form S-8 for the registration of securities of a “shell company,” and limit the use of this Form to a reorganized “shell company” until the expiration of 60 days from when any such entity is no longer considered to be a “shell company.” This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such an instance, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense costs normally avoided by reverse reorganizations.
Further, amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that wants to utilize us as a means of going public. See the heading “Resales of Unregistered Securities,” Part II, Item 5, for a discussion of the general requirements of Rule 144 and the limitations of the Rule with respect to shell companies.
If we publicly offer any securities as a condition to the closing of any acquisition, merger or reorganization while we are a blank check or “shell company,” we will have to fully comply with Rule 419 of the SEC and deposit all funds in escrow pending advice about the proposed transaction to our stockholders, fully disclosing all information required by Regulation 14 of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were offered; if no response is received from these stockholders within 45 days thereafter, or if any elect not to invest following advice about the proposed transaction, all funds held in escrow must be promptly returned to any such stockholder. All securities issued in any such offering will likewise be deposited in escrow, pending satisfaction of the foregoing conditions. The foregoing is only a brief summary of Rule 419. We do not anticipate making any public offerings of our securities that would come within the context of an offering described in Rule 419.
All of these laws, rules and regulations could severely restrict us from completing the acquisition of any business or any merger or reorganization for the following reasons, among others:
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The time and expense in complying with any of the foregoing could be prohibitive and eliminate the reasons for a reverse reorganization.
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Management or others who own or receive shares may demand registration rights for these shares, and the acquisition candidate may refuse to grant them by reason of the time, cost and expense; or because the filing of any such registration statement may be integrated with planned financing options that could prohibit or interfere with such options or such registration statement.
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Demands for cash in lieu of securities could be too high a cost of dilution to the acquisition candidate, especially when taking into account the dilution that results from the shareholdings that are retained by our shareholders.
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These costs and expenses, if agreed upon, would no doubt further dilute our shareholders, as any acquisition candidate may not be willing to leave as many shares with our shareholders in any such transaction.
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Finders and parties who may introduce acquisition candidates would no doubt be unwilling to introduce any such candidates to us if shares issued to them were not granted registration rights, which would substantially restrict our ability to attract such potential candidates.
State Restrictions
A total of 34 states prohibit or substantially restrict the registration and sale of blank check or shell companies within their borders. We intend to comply fully with all state securities laws, and plan to take the steps necessary to ensure that any future offering of our securities is limited to those states in which such offerings are allowed. However, while we have no substantive business operations and are deemed to be a blank check or “shell company.” these legal restrictions may have a material adverse impact on our ability to raise capital, because potential purchasers of our securities must be residents of states that permit the purchase of such securities. These restrictions may also limit or prohibit stockholders from reselling shares of common stock within the borders of regulating states.
By regulation or policy statement, some states place various restrictions on the sale or resale of equity securities of blank check or shell companies. These restrictions include, but are not limited to, heightened disclosure requirements, exclusion from “manual listing” registration exemptions for secondary trading privileges and outright prohibition of public offerings of such companies.
In most jurisdictions, blank check and shell companies are not eligible for participation in the Small Corporate Offering Registration (“SCOR”) program, which permits an issuer to notify the SEC of certain offerings registered in such states by filing a Form D under Regulation D of the SEC. All states (with the exception of Alabama, Minnesota, Nebraska and New York) have adopted some form of SCOR. States participating in the SCOR program also allow applications for registration of securities by qualification via filing of a Form U-7 with the states’ securities commissions. Nevertheless, we do not anticipate making any SCOR offering or other public offering in the foreseeable future, even in any jurisdiction where we may be eligible for participation in SCOR, despite our status as a blank check or “shell company.”
The net effect of the above-referenced laws, rules and regulations will be to place significant restrictions on our ability to register, offer and sell and/or to develop a secondary market for shares of our common stock in virtually every jurisdiction in the United States. These restrictions should cease once and if we acquire a venture by purchase, reorganization or merger, so long as the business operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of Our Company.
Members of our management are not required to devote their full time to our affairs. Because of their time commitments, as well as the fact that we have no business operations, the members of our management currently devote one hour a week to our activities, and will continue to do so until such time as we have identified a suitable acquisition target, or have determined to engage in a particular business or industry and have commenced such operations.
No Market for Common Stock; No Market for Shares.
Although our shares of common stock are currently quoted on the OTCBB under the symbol “JVEX,” there is currently no established market for such shares; and there can be no assurance that such a market will ever develop or be maintained. Any market price for shares of our common stock is likely to be very volatile, and numerous factors beyond our control may have a significant effect. In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may adversely affect the market price of our common stock in any market that may develop. Sales of “restricted securities” under Rule 144 may also have an adverse effect on any market that may develop. See Part II, Item 5.
Risks of “Penny Stock.”
Our common stock may be deemed to be “penny stock” as that term is defined in Rule 3a51-1 of the SEC. Penny stocks are stocks (i) with a price of less than five dollars per share; (ii) that are not traded on a “recognized” national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ- listed stocks must still meet requirement (i) above); or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years); or $5,000,000 (if in continuous operation for less than three years); or with average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock .”
Moreover, Rule 15g-9 of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any “penny stock” to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his, her or its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor, and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our common stock to resell their shares to third parties or to otherwise dispose of them.
There Has Been No “Established Public Market” for Our Common Stock Since Inception.
At such time as we identify a business opportunity or complete a merger or acquisition transaction, if at all, we may attempt to qualify for quotation on either NASDAQ or a national securities exchange. However, at least initially, any trading in our common stock is presently conducted on the OTCBB market.
ITEM 2:
ITEM 2:
PROPERTIES
We have no properties and at this time and has no agreements to acquire any properties. We utilized office space in the home of our former president, Howard Abrams, for administrative services up through his resignation in February 2009. Mr. Mark Burdge, our president since that Mr. Abrams resignation, now provides office space in his home.
ITEM 3:
ITEM 3:
LEGAL PROCEEDINGS
None; however, two shareholders have claimed that their shares of common stock were wrongfully transferred by the Company’s transfer agent to other parties based upon documents that contained forged signatures of such stockholders. The claim represents an aggregate of 190,000 shares. No legal proceedings have been filed against the Company; and the Company has responded to these claims and asserted that it has no liability to reissue these shares to these persons, based upon its review of applicable documentation.
ITEM 4:
ITEM 4:
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We have not submitted a matter to a vote of our shareholders during the fourth quarter of our fiscal year ended March 31, 2009.
PART II
ITEM 5:
ITEM 5:
MARKET FOR REGISTRAN T’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our shares were cleared for trading on the NASD Over-the-Counter Bulletin Board (OTCBB) under the symbol “JVEX” The following table sets forth, for the periods indicated over the last two years, the high and low bid quotations, as reported by the OTC Bulletin Board, and represents prices between dealers, does not include retail markups, markdowns or commissions, and may not represent actual transactions:
Our common stock is thinly traded, and we do not have an established market. For any market that develops for our common stock, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by our current stockholders or any other persons to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market, along with sales made pursuant to registration statements filed respecting shares of any of our presently issued or future issued shares
Holders
We currently have 32 shareholders not including an indeterminate number who may hold shares in “street name.”
Dividends
We have never paid dividends on our common stock. The Board of Directors presently intends to pursue a policy of retaining earnings, if any, for use in our operations and to finance expansion of our business. Any declaration and payment of dividends in the future, of which there can be no assurance, will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors. There are presently no dividends which are accrued or owing with respect to our outstanding stock. No assurance can be given that dividends will ever be declared or paid on our common stock in the future.
Recent Sales of Unregistered Securities
During the period covered by this Annual Report, no unregistered securities were sold that were not previously reported in another report.
Resales of Unregistered Securities
Resales of our unregistered securities must be made through an available exemption such as Rule 144 or Section 4(1) of the Securities Act in “routine trading transactions,” because their public sales, if any, must be made pursuant to an effective registration statement filed with the SEC or an available registration exemption like Rule 144, that will require a minimum holding period of one year from when we file the Form 8-K12G information about any acquisition, reorganization or merger that results in us no longer being considered to be a “shell company,” among other conditions. Any person who acquires any of our unregistered securities in a private transaction may be subject to the same resale requirements. (See below for a general discussion on Rule 144).
Rule 144 - Generally
The following is a summary of the current requirements of Rule 144:
Affiliate or Person Selling on
Behalf of an Affiliate
Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers
During six-month holding period - no resales under Rule 144 Permitted.
After Six-month holding period - may resell in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for equity securities, and
·
Filing of Form 144.
During six- month holding period - no resales under Rule 144 permitted.
After six-month holding period but before one year - unlimited public resales under Rule 144 except that the current public information requirement still applies.
After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers
During one-year holding period - no resales under Rule 144 permitted.
After one-year holding period - may resell in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for equity securities, and
·
Filing of Form 144.
During one-year holding period - no resales under Rule 144 permitted.
After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Shell Companies
The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:
“(i)
Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.
(1)
This section is not available for the resale of securities initially issued by an issuer defined below:
(i)
An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:
(A)
No or nominal operations; and
(B)
Either:
(1) No or nominal assets;
(2) Assets consisting solely of cash and cash equivalents; or
(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; or
(ii)
An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).
(2)
Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.
(3)
The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.”
Securities of a “shell company” cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph, though the SEC has implied that these restrictions would not be enforced respecting securities issued by a “shell company” while it was not determined to be a “shell company.”
Section 4(1) of the Securities Act
Since we are a “shell company” as defined in subparagraph (i) of Rule 144, our shares of common stock cannot be publicly resold under Rule 144 until we comply with the requirements outlined above under the heading “Shell Companies.” Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.” That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, regardless of its availability; and such resales may be limited to our non-affiliates. It is the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a “shell company,” by directors, executive officers, promoters or founders or their transferees. See NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.”
Use of Proceeds of Registered Securities
We sold no registered securities during the period covered by this Annual Report.
Purchases of Equity Securities by Us and Affiliated Purchasers
We did not purchase any of our securities during the period covered by this Annual Report.
Securities Authorized for Issuance under Equity Compensation Plans
None.
ITEM 6:
ITEM 6:
SELECTED FINANCIAL DATA
The following chart summarizes our financial statements for the years ended March 31, 2009 and 2008 and should be read in conjunction with the financial statements, and notes thereto, included with this Annual Report at Part II, Item 8, below.
ITEM 7:
ITEM 7:
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Safe Harbor for Forward-Looking Statements
When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect the Java’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under “Item 1A. Risk Factors”, and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.
General
Java Express, Inc. was incorporated on December 14, 2001, under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations. We commenced our operations and purchased both kiosk designs and equipment as well as conducted marketing studies. We began working with a contractor to design a “turn-key” kiosk” and we began negotiations with various casinos and mall spaces in the Las Vegas, Nevada area for placement of the kiosks. We continued to develop the “turn-key’ kiosk concept for further marketing in other geographical areas once our first kiosk was established. Our competition, however, especially from well known coffee companies such as Starbucks, increased during that time period and we were ultimately unsuccessful in establishing our retail coffee shop locations. We began looking for other business opportunities. On September 29, 2004, we acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation. We discontinued our efforts to establish a coffee shop business and began focusing on developing K-Com’s existing business coaching operations. K-Com provided us with over $200,000 in revenues in 2005 and 2006. On January 30, 2006, we dissolved K-Com Business Coaching Services and all of its assets and liabilities were absorbed Java Express and are reflected in our financial statements for the year ended March 31, 2006. Our revenues from our coaching services began decreasing during the last quarter of our 2006 fiscal year. We had no revenues from the coaching business in each of the last three fiscal years. We are now a “shell company.”
Plan of Operation
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or to the payment of our Securities and Exchange filing expenses and associated legal fees, accounting fees and costs incident to reviewing or verifying information about any potential business venture, any of which may be advanced by management or principal stockholders as loans to us. There is no agreement that management will advance these funds. We spent approximately $9,212 on accounting, legal and filing fees during our fiscal year ended March 31, 2009, to comply with our SEC filing requirements; in the prior year, we spent nearly $13,900 for legal, accounting and filing fees. We anticipate that expenses associated with our SEC filing requirements will be the same or more in the next 12 months.
Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such management or shareholder loans. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. As of the date of this Annual Report, we have not actively begun to seek any such venture. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.
When and if a business is commenced or an acquisition is made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to us at terms acceptable to us. The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process, and could cost between $5,000 and $25,000. These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that we can raise these funds, if needed
Liquidity and Capital Resources
Balance Sheet Information
The following information is a summary of our balance sheet as of March 31, 2009
Summary Balance Sheet as of March 31, 2009
At March 31, 2009, our total current assets were $11,156 and consisted of cash and cash equivalents; we had no fixed assets. Liabilities at that date totaled $54 and consisted of accounts payable. We had several related party notes payable and a related party accounts payable that were paid on March 11, 2008, as further discussed below under “Funding through Convertible Notes” and “Funding through Services.”
Acquisition of Subsidiary through Issuance of Common Stock
We funded the acquisition of our subsidiary through the issuance of common stock. On September 29, 2004, the Company issued 1,200,000 shares of common stock for the 100% purchase of K-Com Business Coaching. The shares were issued in a private transaction without registration in reliance of the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction.
Funding Through Convertible Notes
We have consistently funded operations in the last three years through loans from both related and non-related parties as evidenced by various convertible notes listed below. As of our year ended March 31, 2008, all of the notes listed in the table are paid as discussed in the footnotes to the table.
(1) The Shannon Kirch Convertible Note : The note was for $143,700, had an imputed interest rate of 6% and was past due on December 31, 2005. The note was renegotiated once to increase the conversion period to December 31, 2007, and the conversion price to $0.10 per share. The note was renegotiated a second time to increase the conversion period to December 31, 2008.
Shannon Kirch sold her note to third party for $143,700. The note, which had interest of $32,135, was compromised to $0.05 per share and converted by the holder into 3,518,700 shares of our common stock on March 11, 2008. The shareholder purchased an additional 1,100,000 shares in a private placement in conjunction with this acquisition. The shareholder, Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a director of Java since that same date.
(2) The Kelly Trimble Notes: Mr. Trimble loaned us funds during the last three fiscal years which were the subject of seven convertible notes due on various dates between December 31, 2005, and December 31, 2008, and aggregated $44,784 in principal with $3,338 in interest. The conversion rate on the notes was $0.10 per share. On March 11, 2008, we compromised the conversion rate to $0.05 per share and converted the note into 962,440 shares of our common stock. Kelly Trimble now owns 1,912,430 shares of our common stock or 16.95% of our outstanding shares.
(3) We also received a loan of $5,458.05 from John Chris Kirch under a convertible note due and payable on December 31, 2007. The note was convertible at his option any time after December 31, 2007, but no later than December 31, 2008, at the “bid” price of our shares or into 54,580 shares of our stock in the event there is no bid. The note was satisfied on March 11, 2008.
All of the above notes were payable on demand and convertible at the holder’s option within various time parameters. At the date the notes were entered into we had no determinable value of our stock and thus there was no determinable value for the conversion options. Two of the notes had stated interest of 6% and interest was imputed at 6% for all of the other notes. The notes carried a conversion rate of $0.10 per share absent a market for our shares. The conversion rate on these notes was compromised to $0.05 per share at the time they were converted by reaso n of:
§
The convertible notes were in default;
§
We did not have the funds to pay the convertible notes;
§
We wished to repay notes;
§
We are a “shell company” as defined by the United States Securities and Exchange Commission (the “SEC”); and
§
There are new resale restrictions under Rule 144 regarding shares of companies that are classified as “shell companies.”
These shares were issued in private transactions without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction.
Funding through Services
We were provided services by Lance Musicant who served as an officer and director from inception through his resignation on June 1, 2006. Mr. Musicant performed services valued at $29,000 during our fiscal year ended March 31, 2006, and was still owed $25,000 through the first three quarters of this fiscal year. On March 11, 2008, Lance Musicant agreed to accept $19,000 as payment in full of the debt.
Funding through Private Placement
On March 11, 2008, we authorized the private offering of a maximum of 1,100,000 shares or our common stock that are “restricted securities.” These shares were sold to Globe Energy Technologies LLC (who had acquired the $143,700 convertible note discussed above) at $0.05 per share, for proceeds of $55,000. No commissions were paid. Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a director of Java since that same date. A $25,000 debt to our former president was satisfied for $19,000 with these funds as well as a $5,458 convertible note. The balance of the proceeds are held in escrow and will be used to pay legal fees associated with the offering of $5,000 and as working capital.
.
Funding Future Acquisitions and Operations
Our ability to fund our operations and future acquisitions is discussed above under “Plan of Operations.”
Off-Balance Sheet Arrangements
None.
ITEM 7A:
ITEM 7A:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JAVA EXPRESS, INC.
(a Development Stage Company)
Financial Statements
March 31, 2009
Page
Independent Auditor’s Report
Balance Sheets - March 31, 2009 and 2008
Statements of Operations for the Years Ended March 31, 2009 and 2008 and
the Cumulative period of December 14, 2001 (Date of Inception of the
Development Stage) to March 31, 2009
Statement of Stockholders’ Equity Since December 14, 2001 (Date of Inception
of the Development Stage) to March 31, 2009
Statements of Cash Flows for the Years Ended March 31, 2009 and 2008
and the Cumulative Period of December 14, 2001 (Date of Inception of the
Development Stage) to March 31, 2009
Notes to Financial Statements - March 31, 2009
MADSEN & ASSOCIATES, CPA's Inc.
684 East Vine St, Suite 3
Certified Public: Accountants and Business Consultants
Murray, Utah 84107
Telephone 801 268-2632
Fax 801·262-3978
Board of Directors
Java Express, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheets of Java Express, Inc. at March 31, 2009 and 2008 and the statement of operations, stockholders' equity, and cash flows for the years ended March 31, 2009 and 2008 and the period December 14, 2001 (date of inception) to March 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required 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 for 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 over all financial statement presentation. We believe that 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 Java Express, Inc. at March 31, 2009 and 2008 and the statement of operations, and cash flows for the years ended March 31, 2009 and 2008 and the period December 14, 2001 (date of inception) to March 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
Salt Lake City, Utah
/s/ Madsen & Associates, CPA's Inc.
May 21, 2009
JAVA EXPRESS, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on December 14, 2001, with authorized 50,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. There are no shares of the preferred stock issued and outstanding and the terms have not been defined. The Company’s fiscal year end is March 31. Since December 14, 2001, the Company has been in the development stage. Initially, the Company developed a “turn key” retail coffee kiosk design with the intention of operating retail kiosk(s) in the Las Vegas, Nevada area, and elsewhere. Although, and the Company began marketing the concept, it was determined that this venture would not be successful the Company sought other business opportunities. In September, 2004, the Company entered into business coaching through the acquisition of K-Com Business Coaching Corp. The Company operated this business until January 30, 2006. There have been no operations since that time.
On September 29, 2004, the Company entered into a plan of reorganization whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation, in exchange for 1,200,000 shares of common stock.
On January 30, 2006, the Company dissolved its wholly-owned subsidiary, K-Com Business Coaching Corp. All of the assets and liabilities of K-Com were absorbed by the Company and are reflected in its financial statements for the year ended March 31, 2006, and are recorded at book value.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
JAVA EXPRESS, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - continued
March 31, 2009
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
On March 31, 2009, the Company had a net operating loss available for carry forward of $477,595. The tax benefit of approximately $143,280 from the loss carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project an estimated future operating profit. The loss carryforward expires beginning in the years 2024 through 2029.
Concentration of Credit Risk
There are no financial instruments that potentially subject the Company to significant concentration of credit risks.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of services provided.
Advertising and Market Development
The Company expenses advertising and market development costs as incurred.
Recent Accounting Pronouncements
The Company has reviewed recent accounting pronouncements and does not expect that the adoption of the recent accounting pronouncements will have a material impact on its financial statements.
3. SIGNIFICANT RELATED PARTY TRANSACTIONS
As of March 31, 2009, all activities of the Company were conducted by the corporate officer from either his home or business office.
During the year ended March 31, 2008, Globe Energy Technologies, LLC became a majority shareholder (49.7%) of the Company through its purchase of shares from the Company, selling shareholders and conversion of a promissory note. Globe Energy Technologies, LLC’s Managing Member is Mark Burdge, a director of the Company.
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, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our President and concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, with the participation of the President, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of March 31, 2009, our internal control over financial reporting was effective.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in internal control over financial reporting
There have been no changes in internal control over financial reporting.
ITEM 9B:
ITEM 9B:
OTHER INFORMATION
We filed a Form 8-K Current Report on February 11, 2009, reporting the following, which took place on February 9, 2009:
§
The resignation of Howard Abrams as an officer and director;
§
the appointment of Del Higginson as a director, Chief Financial Officer, Secretary and Treasurer
§
the appointment of Mark C. Burdge, who already served as a director of Java, as Chief Executive Officer and President
PART III
ITEM 10:
ITEM 10:
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Officers and Directors
Our executive officers and directors and their respective ages, positions and biographical information are set forth below.
Name
Age
Positions Held
Director Since
Mark C. Burdge
Director
March 2008
President and Chief Executive Officer
Del Higginson
Director
February 2009
Secretary, Treasurer, Chief Financial Officer
Del Higginson began serving as a Director, and as Chief Financial Officer, Treasurer and Secretary on February 9, 2009, upon the resignation of Howard Abrams. Mr. Abrams served in these capacities and also as President and Chief Executive Officer and Director since May 30, 2006.
Mark Burdge began serving as a director on March 11, 2008, when he acquired 49.7% of our outstanding shares. Mark Burdge was appointed to the positions of President and Chief Executive Officer on February 9, 2009.
Background and Business Experience
Mark Burdge is currently a director, President and Chief Executive Officer. From 1994 through 2007, Mr. Burdge was President of Excel Graphics, a full service graphic arts company. He developed the business from $1,000,000 annually to $23,000,000 annually in the first 10 years. Excel featured state of the art sheet-fed printing, heat-set web printing, folding carton manufacturing, direct mail, kitting and fulfillment. Excel ceased operations in 2007 due to increasing competition from China. From 2002 to 2006, Mr. Burdge was president of Indigo Media, a publisher of custom niche market publications and producer of nation wide point of purchase campaigns. Indigo also owns and operates a state of the art digital print center for on-demand publishing of marketing collateral, including direct mail campaigns. In addition, from 2002 - 2006, Mr. Burdge was President of Indigo Creative, a full-service advertising agency. Indigo’s staff including professional graphic designers, photographers, marketing and creative services, studio engineering and marketing campaign management. From 2004 through 2006, Mark Burdge was a partner in Rimports (USA) LLC. Rimports negotiates manufacturing relationships between U.S. corporations and Pacific Rim manufacturing companies. Rimports also manufactures and markets its own line of consumer products that are currently sold in Wal-Mart and other national retailers.
Del Higginson is 55 years and is retired. He currently serves as a director, Chief Financial Officer, Treasurer and Secretary. From 2004 - 2005, he was employed in the Motor Testing Lab of Raser Technologies, Inc of Provo, Utah, where he performed maintenance and equipment testing. From 2001 - 2003, he worked for OTS - On Target System - of Highland Utah, where he designed and custom built specialty targets for customers, and handled sales, service and installations. From 1995 -2001, he was employed by Action Target of Provo, Utah, where he performed service and installation of firearm shooting equipment for law enforcement and military throughout the United States. Action Target merged with OTS in 2003. Mr. Higginson studied at Utah Valley Trade Tech and Denver School of Plastic Design and Engineering .
Howard Abrams served as a Director, CEO, CFO, President and Secretary through February 9, 2009. He served as an officer and director of K-Com, which we acquired on September 29, 2004, and performed consulting services through K-Com since prior to our acquisition of the business. He has been a self-employed business consultant to many private corporations since 1997 although began performing those services through K-Com in mid July 2004. Prior to that he had extensive experience in business including the development and ownership of a retail appliance chain, and by serving as an officer of several corporations. Mr. Abrams studied mathematics and psychology at Brigham Young University in Provo, Utah
Involvement in Other Public Companies
Neither of our directors serves on the board of any other public companies.
Previous Blank Check or Shell Company Experience
In the last five years, neither of our directors has had any blank check or “shell company” experience.
Significant Employees
The Company has no employees who are not executive officers, but who are expected to make a significant contribution to the Company’s business.
Term of Office
The term of office for our directors is one year, or until a successor is elected and qualified at the Company’s annual meeting of shareholders, subject to ratification by the shareholders. The term of office for each officer is one year or until a successor is elected and qualified and is subject to removal by the Board.
Family Relationships
None.
Section 16(a) Beneficial Ownership Reporting Compliance
Our common shares are registered under the Exchange Act and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended March 31, 2009, the following was not timely filed:
Name
Type
Filed
Del Higginson
Form 3
March 24, 2009
Code of Ethics
We have adopted a code of ethics for our principal executive and financial officers. Our code of ethics was filed as an exhibit to our 10-KSB for December 31, 2004.
No Involvement in Certain Legal Proceedings
During the past five years, no director, officer, promoter or control person:
·
has filed a petition under federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
·
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
·
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 him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities;
·
was found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission, to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated .
Corporate Governance
Nominating Committee
We have not established a Nominating Committee because, due to our lack of operations and the fact that we only have two directors and executive officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.
If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.
Audit Committee
We have not established an Audit Committee because, due to our lack of operations and the fact that we only have two directors and executive officers, we believe that we are able to effectively manage the issues normally considered by an audit committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION
All Compensation
None of our current executive officers received any compensation since they began their respective periods of service as detailed below. Howard Abrams, our former CEO/CFO received $1,000 in compensation in 2008.
SUMMARY COMPENSATION TABLE
Name and Principal
Positions
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
Awards
($)
(e)
Option
Awards
($)
(f)
Non-Equity
Incentive
Plan
Compensation
($)
(g)
Nonqualified
Deferred
Compensation
($)
(h)
All Other
Compensation
($)
(i)
Total
Earnings
($)
(j)
Mark Burdge
Director,
President. CEO (1)
03/31/2009
03/31/2008
Del Higginson
Director, Treasurer,
CFO (2)
03/31/2009
Howard Abrams
former
President/CEO/CFO
Director (3)
03/31/2009
03/31/2008
03/31/2007
1,000
(1)
Mark Burdge did not begin serving as CEO and President until February 9, 2009
(2)
Del Higginson did not begin serving as a Director, Treasurer and CFO until February 9, 2009
(3)
Resigned February 9, 2009
Director Compensation
We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended March 31, 2009.
Outstanding Equity Awards
None.
Options/SAR Grants in the Last Fiscal Year
None. We have no outstanding options or stock appreciation rights.
Options/SAR Exercises in the Last Fiscal Year
None. We have no outstanding options or stock appreciation rights.
Long Term Incentive Plan Awards in the Last Fiscal Year
None. We have no long-term incentive plans.
ITEM 12
ITEM 12 :
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
The following table sets forth the ownership by any person known to us to be the beneficial owner of more than 5% of any class of our voting securities as of June 8, 2009. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based upon 11,280,140 shares of common stock outstanding at that date.
CERTAIN BENEFICIAL OWNERS
Title of
Name and Address of
Amount and Nature of
Percentage
Class
Beneficial Owners
Beneficial Ownership (1)
of Class
Common
Globe Energy Technologies LLC (2)
5,606,700
49.70%
5055 N. Edgewood Dr
Provo, UT 84804
Common
Mark Sansom (3)
1,010,000
8.95%
4061 Power Circle
Salt Lake City, UT 84124
Common
Kelly Trimble (4)
1,912,440
16.95%
4685 S. Highland Dr., #207
Salt Lake City UT 84117
Common
David West (5)
918,975
8.15%
5005 Edgewood Dr. #110
Provo, UT 84604
(1)
All share ownership is direct.
(2)
Globe Energy Technologies LLC (“Globe”) became a majority shareholder through the purchase of shares from Java, selling shareholders, and the conversion of a promissory note. Mark Burge, a director since March 11, 2008, is the managing member of Globe.
(3)
Mark Sansom acquired 1,000,000 of his shares from Lance Musicant who resigned as an officer director on May 30, 2006.
(4)
Kelly Trimble purchased 750,000 of these shares from Allen Musicant, a former officer, in a private transaction on May 23, 2006. He also compromised and converted notes aggregating $44,784 with interest of $3,338 into 962,440 shares on March 11, 2008.
(5)
David West purchased his shares in a private transaction from three individuals on March 11, 2008.
SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.
Security Ownership of Management
The following table sets forth the ownership by each of directors and officers of any class of our voting securities as of the latest practicable date, June 8, 2009. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based upon 11,280,140 shares of common stock outstanding at that date.
MANAGEMENT
Title of
Name and Address of
Amount and Nature of
Percentage
Class
Beneficial Owners
Beneficial Ownership
of Class
Common
Del Higginson
11148 No. Sunflower Dr.
Highland UT 84003
Director, CFO, Secretary, Treasurer
Common
Mark Burdge
5,606,700 (1)
49.70%
5055 N. Edgewood Dr
Provo, UT 84804
Director, CEO, President
Common
Officers and Directors As a Group (2 persons)
5,606,700
49.70%
(1)
These shares are held in the record name of Globe Energy Technologies LLC of which Mr. Burdge is the managing member and controls the shares in its name.
SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.
Securities Authorized for Issuance under Equity Compensation Plans
None. We have no equity compensations plans.
Changes in Control
We do not have any arrangements that would result in any change in control of our company. However, there are no provisions in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control.
ITEM 13:
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The following information summarizes transactions we have either engaged in during the last three years, or propose to engage in, involving our executive officers, directors, more than 5% stockholders, promoters or founders, or immediate family members of these persons, or promoter or founder, or immediate family of such persons, which equals either $120,000 or an aggregate one percent of the average of our total assets at the year end of our last two fiscal years, whichever is less:
§
Mr. Lance Musicant a former officer/director who resigned in May of 2006, received $2,000 for use of his home as Java’s office during the year ended March 31, 2006. During the same period he performed $29,000 in services; he was paid $4,000 and $25,000 were due and owing During the our last fiscal year, on March 11, 2008, Mr. Musicant agreed to take $19,000 as satisfaction of the $25,000 debt.
§
Mr. Howard Abrams, former director, CEO and CFO, conducted all company activities from his home or business office until he resigned his various positions on February 9, 2009. During fiscal year 2009 he received no compensation for his services to Java; during this fiscal year ended March 31, 2008, he was paid $1,000 for his services to Java. On March 11, 2008, he sold 990,000 of his 1,000,000 shares to Globe Energy Technologies, LLC for $0.02 per share in a private transaction. Mr. Abrams now owns 10,000 shares of our common stock.
§
During May 2006, Mr. Kelly Trimble purchased 750,000 shares of common stock owned by Allen Musicant, a former officer, for investment purposes. Mr. Trimble loaned us a total of $44,784 between December 31, 2005 and 2007. As of March 11, 2008, interest on the various loans, which were the subject of seven convertible notes, was $3,338. These notes were converted on March 11, 2008 into 962,440 shares of our common stock based on a compromise on the conversion rate to $0.05 per share from the $0.10 per share rate set forth in the various notes. Mr. Trimble now owns 1,912,430 shares of our common stock or 16.95%.
§
Mr. John Chris Kirch, a 5% shareholder up through March 11, 2008, received $2,500 for business coaching and marketing services performed through Trio Health Sciences and $2,000 individually for consulting services during the March 31, 2007 fiscal year. During the 2008 fiscal year, he received $7,345 cash for consulting services and Java’s fixed assets valued at $5,345 also for consulting services. He performed no services for Java in the current fiscal year. In addition, Mr. Kirch loaned Java $5,458 in February of 2008; the loan which had accrued interest of $290, was paid on March 11, 2008 with funds raised in our private placement. Mr. Kirch is no longer a 5% shareholder due to the increase in the number of our outstanding shares.
§
Shannon Kirch, is the daughter of John Chris Kirch and therefore could be considered a related party; She loaned us $143,700 on August 17, 2004. The loan was the subject of a convertible note which provided for a conversion rate of $0.10 per share. The note was sold to Globe Energy Technologies LLC who then compromised the conversion rate to $0.05 per share for a total conversion into 3,516,700 shares of our common stock.
§
On March 11, 2008, Globe Energy Technologies, LLC (“Globe”) became a majority shareholder through the purchase of shares from Java, selling shareholders and the conversion of a note. Globe acquired 990,000 shares of our stock from Howard Abrams (then director, CEO and CFO) for $0.02 per share; acquired, compromised and converted the Shannon Kirch $143,700 convertible note into 3,516,700 common shares, and purchased 1,100,000 shares of our common stock in a private placement for $55,000. The transactions resulted in Globe Energy Technologies LLC owning 5,606,700 shares or 49.7% of our common stock. Mark Burdge, who is the managing member of Globe became a director of Java Express on that same date.
Resolving Conflicts of Interest
Our directors must disclose all conflicts of interest and all corporate opportunities to the entire board of directors. Any transaction involving a conflict of interest will be conducted on terms not less favorable than that which could be obtained from an unrelated third party.
Director Independence
We do not have any independent directors serving on our board of directors.
ITEM 14:
ITEM 14:
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended March 31, 2009 and 2008:
Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-QSB or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”
Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.
All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant .
ITEM 15:
ITEM 15:
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)(2)
Financial Statements. See the audited financial statements for the year ended March 31,
2009 contained in Item 8 above which are incorporated herein by this reference.
(a)(3)
Exhibits. The following exhibits are filed as part of this Annual Report:
No.
Description
2.1
Agreement and Plan of Reorganization, dated September 29, 2004 between Java Express, Inc. and
K-Com Business Coaching Corp. (2)
3.1
Articles of Incorporation as amended (1)
3.2
Bylaws (1)
10.1
Convertible Note dated August 17, 2004: $143,700 (3)
10.2
Convertible Note dated October 25, 2005: $6,000 (4)
10.3
Convertible Note dated April 04, 2006: $ 5,825 (5)
10.4
Convertible Note dated June 22, 2006: $5,324(5)
10.5
Convertible Note dated October 6, 2006: $11,085.75 (6)
10.6
Convertible Note dated December 20, 2006: $3,040 (7)
10.7
Convertible Note dated February 16, 2007: $5,458(8)
10.8
Convertible Note dated February 16, 2007: $5,458(8)
10.9
Convertible Note dated December 4, 2007: $8,051 (9)
14.1
Code of Ethics (10)
21.1
Subsidiaries (11)
31.1
Certification of Principal Executive Officer as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
31.2
Certification of Principal Financial Officer as adopted pursuant to Section 302 of the
Sarbanes Oxley Act of 2002 *
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
(1)
Filed with our initial Form 10SB Registration Statement on January 12, 2004.
(2)
Filed as Exhibit 2.0 to Form 8-K filed with the SEC on October 5, 2006
(3)
Filed with Form 10-QSB for December 31, 2004 on February 14, 2005
(4)
Filed with Form 10-QSB for December 31, 2005 on February 14, 2006
(5)
Filed with Form 10-QSB for June 30, 2006 on August 8, 2006
(6)
Filed with Form 10-QSB for September 30, 2006 on October 27, 2006
(7)
Filed with Form 10-QSB for December 31, 2006 on February 1, 2007
(8)
Filed with Form 10-KSB for March 31, 2007 on June 7, 2007
(9)
Filed with Form 10-QSB for December 31, 2007 on February 13, 2008
(10)
Filed with our Form 10-KSB for March 31, 2004 on July 14, 2004.
(11)
Filed with our Form 10-KSB for March 31, 2005 on June 38, 2005
* Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: JUNE 26, 2009
JAVA EXPRESS, INC.
By: /s/ Mark Burdge
Mark Burdge
President, Director
Principal Executive Officer
In accordance with the Exchange Act, this Annual Report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
Date: JUNE 26, 2009
/s/ Mark Burdge
Mark Burdge
President, Principal Executive Officer
Director
Date: JUNE 25, 2009
/s/ Del Higginson
Del Higginson
Chief Financial Officer, Treasurer & Secretary
Director