ITEM 1. BUSINESS.
OVERVIEW
We were incorporated on August 17, 1999 under the laws of the State of Nevada.
Until recently, we were in the business of developing and marketing a patented, unique, proprietary technology for self-chilling beverage containers (the “Cool Can Technology”) that we licensed from NorPac Technologies, Inc. (formerly Cool Can Technologies, Inc.) (“NorPac”). However, it has come to our attention that NorPac’s patents for the Cool Can Technology have expired. As a result, our management has decided to abandon the development of the Cool Can Technology. We are currently negotiating with NorPac to settle our rights under the terms of our license agreement with NorPac. We are currently in the process of reorganizing our business and are seeking and evaluating alternative business opportunities.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole executive officer and director.
RESEARCH AND DEVELOPMENT
We incurred no research and development expenditures to date.
INTELLECTUAL PROPERTY
We do not own, either legally or beneficially, any patents or trademarks.
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ITEM 1A.
ITEM 1A. RISK FACTORS.
The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation
We Do Not Have Any Business Operations Or Any Significant Assets. We Have Not Identified Any Alternative Business Opportunities. Our Plan Of Operation For The Next Twelve Months Will Consist Solely Of Seeking Suitable Business Opportunities.
We are in the process of reorganizing our business and are seeking alternative business opportunities. We have not yet identified any suitable business opportunities and there is no assurance that we will be able to do so in the future. Even if we are able to identify suitable business opportunities, there are no assurances that we will be able to acquire an interest in those opportunities or that we will have the resources to pursue such opportunities. As such, an investment in our shares at this time would be highly speculative.
We may not be able to continue our business as a going concern.
We have suffered recurring losses and net cash outflows since our inception and we expect to continue to incur substantial losses to complete the development of our business.
Our ability to continue as a going concern is dependent upon our ability to obtain alternative business opportunities and financing, restructure our debt, and reduce our costs. We are currently in the process of identifying business opportunities, sources of additional financing, negotiating changes to our debt structure and evaluating our strategic options. However, there are no assurances that these plans can be accomplished on satisfactory terms, or at all, or that they will provide sufficient cash to fund our operations, pay the principal of, and interest on, our indebtedness, fund our other liquidity needs or permit us to refinance our indebtedness. Our inability to obtain business opportunities, additional financing, restructure our indebtedness, or reduce our costs would have a material adverse effect on our financial condition, results of operations and ability to satisfy our obligations, and may result in our pursuing a restructuring of our indebtedness either on a consensual basis or under the provisions of bankruptcy legislation, or liquidating our business and operations. Further, our inability to obtain additional financing or restructure our indebtedness, or our pursuing a restructuring of our indebtedness either on a consensual basis or under the provisions of bankruptcy legislation, may result in our stockholders losing all or a material portion of their investment in our securities.
We have yet to earn revenues, and, because our ability to sustain new operations is dependent on our ability to raise financing, our accountants have expressed a substantial doubt about our ability to continue as a going concern.
Since our inception, we have suffered recurring losses and net cash out flows from our activities. To date, we have funded our activities through issuances of our common stock, related party loans and the support of creditors. There are no assurances that we will be able to obtain financing sufficient to support our ongoing activities. As a result, Davidson & Company LLP, Chartered Accountants, our independent auditors, expressed a substantial doubt about our ability to continue as a going concern in the audited financial statements contained in this Annual Report on Form 10-K for the year ended December 31, 2007.
Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.
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Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
1.
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2.
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
3.
contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
4.
contains a toll-free telephone number for inquiries on disciplinary actions;
5.
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
6.
contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
ITEM 2.
ITEM 2. PROPERTIES.
We have no real property holdings and, at this time, we have no agreements to acquire any properties. We do not lease any real property. Because of our limited operations, our management has determined that it is unnecessary for us to lease full-time office space at this time. The office space that we use is currently provided to us on an as needed basis, at a cost of $50 per month.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any legal proceedings and, to our knowledge, no such proceedings are pending, threatened or contemplated.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders during the fourth quarter of our fiscal year ended December 31, 2007.
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PART II
ITEM 5.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common shares are quoted on the Over-The-Counter Bulletin Board (the “OTC Bulletin Board”) under the symbol “BLSV”. The following table indicates the high and low bid prices of the common shares obtained during the periods indicated:
The high and low price quotes of our common stock as set out in the table above are as quoted on the OTC Bulletin Board. The market quotations provided reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
PENNY STOCK RULES
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and in such form as the SEC shall require by rule or regulation. The broker-dealer also must, prior to effecting any transaction in a penny stock, provide the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock that is not otherwise exempt from those rules, the broker-dealer must: (a) make a special written determination that the penny stock is a suitable investment for the purchaser and (b) receive from the purchaser his or her written acknowledgement of receipt of the determination and a written agreement to the transaction.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock and therefore stockholders may have difficulty selling those securities.
REGISTERED HOLDERS OF OUR COMMON STOCK
As of March 25, 2008, there were 17 registered holders of record of our common stock. We believe that a large number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.
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DIVIDENDS
We have neither declared nor paid any cash dividends on our capital stock since our inception and do not contemplate paying cash dividends in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of our business. Our board of directors will determine future dividend declarations and payments, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.
There are no restrictions in our articles of incorporation or in our bylaws which prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of a dividend:
(a)
We would not be able to pay our debts as they become due in the usual course of business; or
(b)
Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving distributions.
RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
PLAN OF OPERATION
Until recently, we were in the business of developing and marketing a patented, unique, proprietary technology for self-chilling beverage containers (the “Cool Can Technology”) that we licensed from NorPac Technologies, Inc. (formerly Cool Can Technologies, Inc.) (“NorPac”). However, it has come to our attention that NorPac’s patents for the Cool Can Technology have expired. As a result, our management has decided to abandon the development of the Cool Can Technology. We are currently negotiating with NorPac to settle our rights under the terms of our license agreement with NorPac. We are currently in the process of reorganizing our business and are seeking and evaluating alternative business opportunities.
As a result, we are unable to provide an accurate estimate of our financial requirements for the next twelve months. However, we currently have a working capital deficit of $475,523 and will need substantial financing in the near term in order to meet our current obligations as they become due and to meet our ongoing reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, if our management is successful in identifying a suitable business opportunity for us to pursue, we will likely need significantly more financing in order to pursue the new business opportunity. Currently, we do not have any financial arrangements in place and there is no assurance that we will be able to obtain sufficient financing on terms acceptable to us, if at all.
RESULTS OF OPERATIONS
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Revenues
We did not earn any revenues during the fiscal year ended December 31, 2007 and we do not anticipate earning revenues in the near future. We are a development stage company and presently have only nominal operations.
Expenses
The major components of our expenses for the year are outlined in the table below:
Consulting fees accrued during the period were incurred with respect to general administrative and accounting work performed in connection with our business activities and in connection with meeting our regulatory filings.
Professional fees for the year ended December 31, 2007 represented fees incurred in respect of legal and audit services provided in connection with meeting our ongoing reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).
During the year ended December 31, 2007, we suspended our royalty payments to NorPac, effective April 1, 2007 as NorPac’s patents for the Cool Can Technology have expired. As a result, our expenses relating to the license and royalty payments decreased during the year ended December 31, 2007 as compared to the year ended December 31, 2006.
During the year ended December 31, 2006, we recorded an expense of $256,960, relating to the accretion of the discount on certain convertible notes issued by us in 2003. See “Critical Accounting Policies: Convertible Notes payable”. The principal and interest on these convertible notes was converted into an aggregate of 10,226,663 shares of our common stock in October, 2006.
Bank charges and interest decreased during the year ended December 31, 2007 due to the fact that we incurred $19,446 of interest expenses in respect of the convertible notes during the year ended December 31, 2006.
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LIQUIDITY AND CAPITAL RESOURCES
Our working capital deficit increased during the year ended December 31, 2007 because of the fact that we had no sources of revenue during the year and the fact that our only source of financing during the period came from two loans from an unrelated third party company of $60,000 and $4,100. The $60,000 loan bears interest at a rate of 8% per annum, compounded annually and is due on April 19, 2008. The $4,100 loan bears interest at a rate of 10% per annum, compounded annually and is due on demand.
During our fiscal year ended December 31, 2007, we received a loan from a shareholder for $5,000. The loan is non-interest bearing, unsecured and due on demand. Subsequent to our fiscal year ended December 31, 2007, we received two loans from the same shareholder totaling $2,500. This loans bear interest at a rate of 10%, compounded annually and are due on demand.
Financing Requirements
From inception to December 31, 2007, we have suffered cumulative losses in the amount of $1,441,523. We expect to continue to incur substantial losses as we continue the development of our business. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options, including a public offering of securities. However, there can be no assurance that we will be able to obtain sufficient funds to continue the development of and, if successful, to commence the sale of, our products. As a result of the foregoing, our independent auditors believe there exists substantial doubt about our ability to continue as a going concern.
There is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.
At the end of our fiscal year ended December 31, 2003, we reached a verbal agreement with BIG K.G. (“BIG”), a German company, pursuant to which BIG agreed to act as our agent for the purpose of locating European placees for a proposed private placement of 40,000,000 units at a price of $0.025 per unit for total potential proceeds of $1,000,000 (the “Private Placement”). Under the terms of our verbal agreement, each unit to be issued under the proposed Private Placement will consist of one share in our common stock and one share purchase warrant entitling the warrant holder to purchase one additional share of our common stock at a price of $0.05 per share. BIG is to receive a commission of $100,000 for services provided in connection with the proposed Private Placement.
On May 10, 2007, we formally approved an offering of 4,000,000 units under the terms of our verbal agreement with BIG, for total expected proceeds of $100,000. However, BIG will not receive a finder’s fee or
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commission in connection with this offering. As of the date of filing of this Annual Report, we had not yet completed the sale of any units under our agreement with BIG. As disclosed above, we are no longer pursuing the development of the Cool Can Technology. As a result, although our agreement with BIG remains in place, and the formal offering of the above securities remains outstanding, there is a substantial doubt that we will be able to complete the sale of any of the securities offered.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operation.
Foreign Currency Translation
Our functional currency is the U.S. dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations.
Convertible Notes Payable
During the year ended December 2003, we issued convertible notes, maturing October 1, 2006, aggregating $260,000 and bearing interest of 10% per annum. The notes are convertible into common shares at the lesser of $0.03 per share or 50% of the average trading price of our common shares for the ten trading days prior to conversion. We may, at our option, elect to pay a portion of the interest by issuing common stock.
In applying the provisions of Emerging Issues Task Force Release No. 98-5 and 00-27, we recorded a discount on the convertible debentures in the amount of $260,000. This discount is being accreted to interest expense using the interest method over the life of the notes (three years). As the effective interest rate, which is determined by dividing the actual interest rate on the convertible debentures by the discounted debt amount, approaches infinity, the interest expense to be recorded approximates the future cash payments. Interest expense recorded relating to the accretion of the discount for the three and nine months ended December 31, 2006 was $256,960.
During the year ended December 31, 2006, $19,446 of interest expense was accrued and charged to the statement of operations. No cash payments of interest were made during the respective periods.
At October 1, 2006, $260,000 of convertible notes payable were converted to common stock at $0.03 per common share and $78,000 of accrued interest payable on these convertible notes was settled by issuing common stock at $0.05 per common share.
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ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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BALSAM VENTURES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2007 and 2006
(Stated in U.S. Dollars)
DAVIDSON & COMPANY LLP
A Partnership of Incorporated Professionals
Chartered Accountants
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Balsam Ventures Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Balsam Ventures Inc. (A Development Stage Company) as at December 31, 2007 and the related statements of operations, stockholders' equity (deficiency) and cash flows for the year then ended and for the period from inception on August 17, 1999 to December 31, 2007. 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. The financial statements of the Company as at December 31, 2006 were audited by other auditors whose report dated March 14, 2007, expressed an unqualified opinion on those financial statements.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and the results of its operations and its cash flows for the year then ended and for the period from inception on August 17, 1999 to December 31, 2007 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal assets, is dependent upon financing to continue operations, has suffered recurring losses from operations and has working capital deficit as of December 31, 2007. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
"DAVIDSON & COMPANY LLP"
Vancouver, Canada Chartered Accountants
April 2, 2008
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Balsam Ventures, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Balsam Ventures, Inc. (the Company) as at December 31, 2006, the related statements of operations, stockholders’ equity (deficiency) and cash flows for the year then ended and the related statements of operations, cash flows and stockholders’ equity for the period from August 17, 1999 (inception) to December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Balsam Ventures, Inc. as at December 31, 2006 and the results of its operations and its cash flows for the year then ended and the results of its operations and its cash flows for the period from August 17, 1999 (inception) to December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and net cash outflows from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ TELFORD SADOVNICK, P.L.L.C.
TELFORD SADOVNICK, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Bellingham, Washington
March 14, 2007
BALSAM VENTURES, INC.
(A Development Stage Company)
BALANCE SHEETS
(Stated in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
BALSAM VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
BALSAM VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
.
Supplemental Disclosure with respect to Cash Flows (Note 10)
The accompanying notes are an integral part of these financial statements.
BALSAM VENTURES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Stated in U.S. Dollars)
PERIOD FROM AUGUST 17, 1999 (INCEPTION) TO DECEMBER 31, 2007
BALSAM VENTURES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Stated in U.S. Dollars)
PERIOD FROM AUGUST 17, 1999 (INCEPTION) TO DECEMBER 31, 2007
The accompanying notes are an integral part of these financial statements.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
1. HISTORY AND ORGANIZATION OF THE COMPANY
Balsam Ventures, Inc. (the “Company”) was incorporated on August 17, 1999 in the State of Nevada. The Company was in the business of developing and marketing a patented, proprietary technology for self-chilling beverage containers (the “Cool Can Technology”) that it had licensed in 2004 until it was advised that the patents for the Cool Can Technology had expired. The Company intends to terminate the Agreement and is currently negotiating with the Licensor to settle its rights under the Agreement (see Note 9). The Company is in the process of reorganizing the Company’s business and is seeking and evaluating alternative business opportunities.
The Company is considered to be in the development stage. The accompanying financial statements represent those of a development stage enterprise and therefore, are subject to the usual business risks of development stage companies. The Company has not yet generated any revenue from operations.
2. GOING CONCERN
These financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
As shown in the accompanying financial statements, the Company has incurred a net loss of $1,441,523 for the period from inception (August 17, 1999) to December 31, 2007, and has no revenue. The operations of the Company have primarily been funded by the sale of common stock and loans payable. Continued operations of the Company are dependent on the Company’s ability to complete equity financings, obtain additional loans or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings and loans payable. Such financings or loans payable may not be available or may not be available on reasonable terms to the Company.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in U.S. dollars. The significant accounting policies adopted by the Company are as follows:
(a) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
(b) Foreign currency translation
The functional currency of the Company is the U.S. dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations.
(c) Cash and cash equivalents
The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At December 31, 2007 and 2006, the Company had no cash equivalents.
(d) Income taxes
A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Fair value of financial instruments
The Company's financial instruments consist of cash, accounts payable and accrued liabilities, accounts payable and accrued liabilities -related parties and loans payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
(f) Convertible notes payable
The Company accounts for convertible notes payable in accordance with the provisions of the Emerging Issues Task Force (“EITF”) Release No. 98-5 and 00-27, whereby, any embedded beneficial conversion features present in convertible securities are valued separately at issuance. The embedded beneficial conversion feature is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. That amount is calculated at the commitment date as the difference between the effective conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible
In circumstances where the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the convertible instrument.
For convertible instruments that have a stated redemption date (such as term debt), the discount resulting from recording a beneficial conversion option should be accreted from the date of issuance to the stated redemption date of the convertible instrument.
In the event of early conversion or default, the remaining discount is recognized as interest expense during the period in which such early conversion or default occurs.
(g) Net loss per share
Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. As of December 31, 2007 and 2006, there were no potentially dilutive securities outstanding.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Development stage
The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) 7, “Accounting and Reporting by Development Stage Enterprises,” as it is devoting substantially all of its efforts to establish a new business and planned principal operations have not commenced.
(i)
Concentration of credit risk
Cash is the only financial instrument that potentially subjects the Company to concentration of credit risk. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
(j)
Recent accounting pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.
The Company does not expect that the adoption of these new accounting pronouncements will have a significant effect on its financial statements.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(k) Reclassifications
Certain amounts reported in the prior periods have been reclassified to conform to the current period’s presentation.
4. DEFERRED INCOME TAXES
Income tax benefits attributable to losses from operations was $Nil for the years ended December 31, 2007 and 2006. The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% to income before income taxes as a result of the following:
The following is a summary of deferred taxes at December 31:
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
4. DEFERRED INCOME TAXES (continued)
The Company has incurred operating losses of $1,441,523 which, if unutilized, will expire through 2027. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:
5. LOANS PAYABLE
During the year ended December 31, 2007, two loans were granted from a third party company for $60,000 and $4,100, respectively. The first loan bears interest at 8% per annum, compounded annually and is due April 19, 2008. The second loan bears interest at 10%, compounded annually and is due on demand. Interest expense accrued for the year ended December 31, 2007 totalled $3,418.
During the year ended December 31, 2006, a series of loans totalling $43,000 were granted from two third party companies. The loans were non-interest bearing, unsecured and due on demand. During the year ended December 31, 2007, the loans were repaid in full.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
6. CONVERTIBLE NOTES PAYABLE
During the year ended December 2003, the Company issued convertible notes, maturing October 1, 2006, aggregating $260,000 and bearing interest of 10% per annum. The notes are convertible into common shares at the lesser of $0.03 per share or 50% of the average trading price of the Company’s common shares for the ten trading days prior to conversion. The Company may, at its option, elect to pay a portion of the interest by issuing common stock.
In applying the provisions of Emerging Issues Task Force Release Nos. 98-5 and 00-27, the Company recorded a discount on the convertible debentures in the amount of $260,000. This discount is being accreted to interest expense using the interest method over the life of the notes (three years). As the effective interest rate, which is determined by dividing the actual interest rate on the convertible debentures by the discounted debt amount, approaches infinity, the interest expense to be recorded approximates the future cash payments. Interest expense recorded relating to the accretion of the discount for the year ended December 31, 2006 was $256,960.
During the year ended December 31, 2006, $19,446 of interest expense was accrued and charged to the statement of operations. No cash payments of interest were made during the respective period.
At October 1, 2006, $260,000 of convertible notes payable were converted to common stock at $0.03 per common share and $78,000 of accrued interest payable on these convertible notes was settled by issuing common stock at $0.05 per common share.
7. RELATED PARTY TRANSACTIONS
Accounts payable and accrued liabilities
At December 31, 2007 and 2006, included in accounts payable and accrued liabilities -related parties is $8,090 and $8,022, respectively, owed to a director and officer and $9,000 and $9,000, respectively, owed to a former director and officer.
At December 31, 2007, included in accounts payable and accrued liabilities -related parties is $255,780 owed to a shareholder for consulting fees and reimbursement of expenses. During the year ended December 31, 2007, the Company reclassified amounts owed to the same shareholder totalling $195,000 from accounts payable to accounts payable -related parties to better reflect the nature of the transactions. Consulting fees for the year ended December 31, 2007 and 2006 were $60,000 and $60,000, respectively.
Loans payable
During the period ended December 31, 2006, a series of loans totalling $46,601 were granted from a third party company who is now a shareholder. During the year ended December 31, 2007, an additional $5,000 was granted. The loans are non-interest bearing, unsecured and due on demand.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
8. COMMON STOCK
The Company’s articles of incorporation allow it to issue up to 100,000,000 shares of common stock, par value $0.001. Effective April 3, 2002 the Company effected a stock split of its common stock by issuing two new shares for every one old share. Except as otherwise stated to the contrary in these financial statements, all references to shares and prices per share have been adjusted to give retroactive effect to the stock split.
On August 17, 1999, the Company issued 10,000,000 shares of its common stock at $0.0005 per share in a private placement transaction.
On October 29, 1999, the Company issued 10,000,000 shares of its common stock at $0.005 per share in a private placement transaction.
On December 24, 1999, the Company issued 200,000 shares of its common stock at $0.10 per share in a private placement transaction.
On November 18, 2003, the Company issued 300,000 shares of its common stock with a value of $63,000 to initiate and extend the arrangement for a chilling beverage container technology.
On May 18, 2004, the Company issued 5,000,000 shares of its common stock with a value of $200,000, as consideration for a license.
On January 14, 2006, the Company issued 500,000 shares of its common stock with a value of $30,000, as consideration for the extension of a license.
On October 1, 2006, the Company issued 8,666,663 common shares, with a value of $260,000 on conversion of convertible notes payable
On October 1, 2006, the Company issued 1,560,000 common shares, with a value of $78,000 for settlement of accrued interest payable on $260,000 convertible notes payable.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
9. LICENSE AGREEMENT
Pursuant to an exclusive license agreement (the “Agreement”) with NorPac Technologies, Inc (formerly Cool Can Technologies, Inc.) (the “Licensor”), dated November 30, 2003, the Company acquired the exclusive right and license (the “License”), for a period of 40 years, to use, commercialize and exploit the Licensor’s proprietary trademarks, patents, process information, technical information, designs and drawings associated with the Licensor’s self-chilling beverage containers technology (the “Cool Can Technology”), including the right to manufacture, use and sell apparatus and products embodying the Technology within the countries comprising the European Union and the People’s Republic of China. The Company also has the right to sub-license the right to manufacture, use and sell products embodying the Cool Can Technology.
In consideration for the Agreement, the Company agreed to:
a) issue 5,000,000 restricted shares of its common stock (issued in 2004);
b) pay royalties on the following basis:
i) a sales royalty equal to 2% of gross profits from sales of all apparatus and/or commercial goods or products incorporating the Cool Can Technology;
ii) a license royalty equal to 5% of revenues received from sub-licensing the Cool Can Technology, and;
iii) a minimum royalty payment of $5,000 per month commencing January 15, 2006, which is to be credited toward all royalty payments under the Agreement that have been paid by the Company or become payable by the Company during the course of the Agreement.
On January 14, 2006, the Company entered into an agreement (the “Extension Agreement”) with the Licensor, to amend the terms of their Agreement. Under the Extension Agreement, the Licensor agreed to extend the date on which the Company is required to commence paying the minimum royalty payments to January 15, 2007.
In consideration for the Extension Agreement, the Company agreed to:
a) issue 500,000 shares of its common stock (issued in 2006);
b) pay $20,000 on or before January 31, 2006 (paid 2006).
The Cool Can Technology and patents and trademarks of the Licensor included in the Cool Can Technology remain the property of the Licensor subject to the terms of the License granted under the Agreement. However, the Company has a right of first refusal to acquire the intellectual property subject to the Agreement should the Licensor seek to dispose of the Cool Can Technology during the Agreement. The Agreement supercedes all prior arrangements and agreements between the Company and the Licensor in respect of the Cool Can Technology.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
9. LICENSE AGREEMENT (continued)
During the year ended December 31, 2007 and 2006, the Company paid royalty fees of $15,000 and $50,000, respectively. In June 2007, the Licensor notified the Company that its intellectual property rights to the Cool Can Technology had possibly expired. As a result, the Company suspended the minimum royalty payments required under the Agreement effective April 1, 2007. The Company has been advised that the patents for the Cool Can Technology have, in fact expired. As a result, the Company has advised the Licensor that it intends to terminate the Agreement and is currently negotiating with the Licensor to settle its rights under the Agreement.
10. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Non-cash transactions:
During the year ended December 31, 2007, the Company reclassified a total of $195,000 from accounts payable to accounts payable -related parties to better reflect the nature of the transactions.
During the year ended December 31, 2006, the Company reclassified a total of $34,601 from accounts payable to loans payable to better reflect the nature of the transactions.
During the year ended December 31, 2006, the Company issued 8,666,663 common shares, with a value of $260,000 on conversion of convertible notes payable.
During the year ended December 31, 2006, the Company issued 1,560,000 common shares, with a value of $78,000 for settlement of accrued interest payable on $260,000 convertible notes payable.
During the year ended December 31, 2006, the Company issued 500,000 common shares, with a value of $30,000, as consideration for the extension of a license.
BALSAM VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
11. SEGMENT INFORMATION
The Company’s business is considered as operating in one segment based upon the Company’s organization structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations.
12. SUBSEQUENT EVENT
On February 7, 2008, a loan was granted from a shareholder for $1,500. The loan bears interest at 10%, compounded annually and is due on demand.
On March 4, 2008, a loan was granted from a shareholder for $1,000. The loan bears interest at 10%, compounded annually and is due on demand.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On October 24, 2007, we engaged Davidson & Company LLP, Chartered Accountants (“Davidson”), as our principal independent accountants. On the same date, we received a notice dated October 24, 2007 that Telford Sadovnick, P.L.L.C., Certified Public Accountants (“Telford”), our independent public accountants, resigned as our auditors. Telford stated that they were resigning as our independent auditor due to the fact that Telford had withdrawn its registration with the Public Company Accountability Oversight Board and is no longer able to audit US issuers.
Our Board of Directors approved the engagement of Davidson and the resignation of Telford by written resolution.
Telford’s reports on our financial statements for the fiscal year ended December 31, 2006 and December 31, 2005 did not contain an adverse opinion or disclaimer of opinion, nor were they modified or qualified as to uncertainty, audit scope or accounting principles with the exception of a statement regarding the uncertainty of our ability to continue as a going concern.
There have been no disagreements between us and Telford on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Telford, would have caused them to make reference to the subject matter of the disagreement in connection with their report for the financial statements for the past year.
ITEM 9A(T).
ITEM 9A(T). CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2007 fairly present our financial condition, results of operations and cash flows in all material respects .
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 such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management
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and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
Lack of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee and outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
Changes in internal control over financial reporting
As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2007 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the effectiveness of controls and procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well
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conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
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PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth the name and positions of our sole executive officer and director as of the date hereof.
Name Age Positions
John Boschert President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Director
Set forth below is a brief description of the background and business experience of our sole executive officer and director:
John Boschert is our President, Chief Executive Officer, Secretary, Treasurer, and Chief Financial Officer and our sole director.
Mr. Boschert is a self-employed business consultant. From July 2003 to June 2005, he was the president and owner of a food and beverage company based in Port Alberni, British Columbia, Canada.
Since June 28, 2005, Mr. Boschert has been the Secretary of Clyvia Inc., a company that, through its German subsidiary, Clyvia Technology, is developing a proprietary technology that utilizes a process known as fractional depolymerization to produce diesel fuel and heating oil from various forms of recyclable waste materials, including vegetable oils, plastics and organic solids.
Since March 20, 2006, Mr. Boschert has been the Secretary of Exploration Drilling International Inc., a company engaged in the exploration and development of water well drilling. Mr. Boschert was a director of Exploration Drilling International Inc. for the period from March 13, 2006 to December 27, 2006.
Since April 19, 2006, Mr. Boschert has been the Secretary and Treasurer of Blackstone Lake Minerals Inc. (formerly, Skyflyer Inc.), a company engaged in the exploration of mineral properties and in the business of developing a recreational flying device and facility in which the flying device is to operate.
From November 13, 2006 to March 26, 2008, Mr. Boschert was the Chief Financial Officer, Treasurer and Secretary and, from May 30, 2006 to April 2, 2008, he was a member of the board of directors, of Vitavea Inc., a company engaged in the marketing and distribution of nutritional supplements.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole executive officer and director.
TERMS OF OFFICE
Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until their successors are appointed.
AUDIT COMMITTEE
Mr. Boschert is our sole director. As a result, we do not maintain a separately-designated standing audit committee. As a result, our sole director acts as our audit committee. Mr. Boschert does not meet the definition of an “audit committee financial expert.” We believe that the cost related to appointing a financial expert to our board of directors at this time is prohibitive.
Page 15 of 20
CODE OF ETHICS
We adopted a Code of Ethics applicable to our executive officers and directors, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, filed on May 17, 2005. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of such reports received by us, no other reports were required for those persons. We believe that, during the year ended December 31, 2007, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
We did not pay any compensation to our sole executive officer and director during the fiscal years ended December 31, 2007 and 2006.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
As at December 31, 2007, we did not have any outstanding equity awards
EMPLOYMENT CONTRACTS
We do not have an employment contract with our sole executive officer and director. We also do not have any termination of employment or change-in-control arrangements with our sole executive officer and sole director.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
EQUITY COMPENSATION PLANS
We have no equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 25, 2008 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a
Page 16 of 20
group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.
(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 25, 2008. As of March 25, 2008, there were 36,226,663 shares of our common stock issued and outstanding.
CHANGES IN CONTROL
We are not aware of any arrangement which may result in a change in control in the future.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDPENDENCE.
RELATED TRANSACTIONS
Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which we propose to be a party:
(a)
any director or officer;
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(b)
any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(c)
any immediate family member, including any spouse, child, parent, step-child, step-parent, sibling or in-law, of any of the foregoing.
During the year ended December 31, 2003, we issued convertible notes with principal amounts totaling $260,000, maturing on October 1, 2006 and bearing interest at a rate of 10% per annum. Effective on October 1, 2006 we converted the principal and interest on the convertible notes into an aggregate of 10,226,663 shares of our common stock. As a holder of convertible notes, John Boschert, our sole director and executive officer, received an aggregate of 153,360 shares of our common stock on conversion of the convertible notes.
DIRECTOR INDEPENDENCE
Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our sole director, John Boschert, is also our sole executive officer. As a result, we do not have any independent directors.
As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The aggregate fees billed for the fiscal years ended December 31, 2007 and December 31, 2006 for professional services rendered by the principal accountant for the audit of the Corporation’s annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-QSB and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this report:
(1)
Our financial statements are included in Part II, Item 8.
(2)
All financial statement supporting schedules are omitted because the information is inapplicable or presented in the notes to our financial statements.
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(1)
Previously Filed as an Exhibit to our Form SB-2 Registration Statement originally filed with the SEC on March 30, 2000.
(2)
Previously Filed as an Exhibit to our Current Report on Form 8-K filed on January 9, 2004.
(3)
Previously Filed as an Exhibit to our Annual Report on Form 10-KSB on May 17, 2005.
(4)
Previously Filed as an Exhibit to our Current Report on Form 8-K filed on January 19, 2006.
(5)
Previously Filed as an Exhibit to our Current Report on Form 8-K filed on April 23, 2007.
(6)
Previously Filed as an Exhibit to our Current Report on Form 8-K filed on November 2, 2007.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BALSAM VENTURES, INC.
By: /s/ John Boschert
JOHN BOSCHERT
Chief Executive Officer, Chief Financial Officer ,
President, Secretary, Treasurer
(Principal Executive Officer and Principal Accounting Officer)
Date: April 11, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ John Boschert
JOHN BOSCHERT
Chief Executive Officer, Chief Financial Officer ,
President, Secretary, Treasurer
Director
(Principal Executive Officer and Principal Accounting Officer)
Date: April 11, 2008