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SAVVY BUSINESS SUPPORT INC - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Edgar Glimpses Via Acquire Media NewsEdge) You should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this report. This discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
materially from those we currently anticipate as a result of many factors,
including the factors we describe under "Risk Factors," "Special Note Regarding
Forward-Looking Statements" and elsewhere in this report.
Forward Looking Statements
Some of the information in this section contains forward-looking statements that
involve substantial risks and uncertainties. You can identify these statements
by forward-looking words such as "may," "will," "expect," "anticipate,"
"believe," "estimate" and "continue," or similar words. You should read
statements that contain these words carefully because they:
discuss our future expectations;
contain projections of our future results of operations or of our financial
condition; and
state other "forward-looking" information.
We believe it is important to communicate our expectations. However, there may
be events in the future that we are not able to accurately predict or over which
we have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this Annual Report. See "Risk Factors."
Unless stated otherwise, the words "we," "us," "our," "the Company" or "Savvy"
in this Annual Report collectively refers to the Company, Savvy Business
Support, Inc.
General Information about the Company
Savvy Business Support, Inc. (the "Company" or "Savvy") was incorporated in the
State of Nevada on April 30, 2010. The Company is offering general business
services/support to start-up companies, small and medium business planning to
expand, individuals, and other business and organizations. From the date of
formation, the Company commenced operations, discussing and offering its
business consulting services to prospective clients. Because we currently have
nominal operations and minimal assets, we are currently considered to be a shell
company under the Securities Exchange Act of 1934, as amended. Therefore, an
investment in our Company should be considered extremely risky, and an
investment suitable only for those who can afford to lose the entirety of their
investment.
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We offer comprehensive services tailored to the client's desired goal and needs.
The documentation we intend to produce may be for a client's internal use,
compliance reporting or documentation supporting a business opportunity. The
advantage we have over the competition is that we offer an all-encompassing
solution with emphasis on due diligence, competition analysis, strategy and
implementation, market analysis and wide-ranging pro-forma financial
projections.
The Company's operations to date have been devoted primarily to start-up and
development activities, which include the following:
1. Formation of the Company;
2. Development of the Savvy Business Support, Inc. business plan;
3. Initiated working on sales and marketing material;
4. Conducted due diligence and identified four major classifications of market
segmentation to target and adopted a focused marketing strategy. These
classifications include:
Individual Entrepreneurs
Small - Large Privately Held Companies
Small to Large Publicly Traded Corporations
Small to Large Going Public Companies
Savvy Business Support, Inc. anticipates sales to begin approximately within one
year following this Annual Report. In order to generate revenues, Savvy Business
Support, Inc. must address the following areas:
1. Finalize and implement our marketing plan: In order to effectively market our
services, the Company has adopted a focused marketing strategy that it needs
to finalize and implement. This all-encompassing strategy is broken down into
four major market segmentations. While client satisfaction is paramount and an
underscoring philosophy, the marketing strategy varies based on the size of
the targeted client.
2. Promoting our services as mutually beneficial: Referral relationships will be
one key to our success. One of our strategies is to offer our services to
business where their clients require services that are beyond their internal
manpower. Savvy will portray a professional image and complete the services
efficiently and cost effectively. Conducting business in this manner will
result in a positive reflection on our Company as well as the referring
client.
3. Constantly monitor our market: We plan to constantly monitor our targeted
market segmentations and adapt to consumers' needs, wants and desires. To be
successful we plan to evolve and diversify or expand our scope of services to
satisfy our clients.
The Company believes that raising $200,000 through the sale of common equity
will be sufficient for the Company to become operational and sustain operations
through the next twelve (12) months. We believe that the recurring revenues from
services performed will be sufficient to support ongoing operations.
Unfortunately, this can be no assurance that the actual expenses incurred will
not materially exceed our estimates or that cash flow from services will be
adequate to maintain our business.
Our independent auditors have expressed substantial doubt about our ability to
continue as a going concern in the independent auditors' report to the financial
statements as of September 30, 2012 included in this the Report, and for the
period April 30, 2010 (date of inception) to September 30, 2012.
Savvy Business Support, Inc. has administrative offices located at The Courts of
Red Bank, 130 Maple Avenue, Suite 9B2, Red Bank NJ 07701. We use this office
space free of charge from our sole director and officer.
Status as a Shell Company
As of September 30, 2012, because we have nominal operations and minimal assets,
we are considered to be a shell company under the Securities Exchange Act of
1934, as amended. Because the Company is considered a shell company, the
securities sold in previous offerings can only be resold through registration
under the Securities Act of 1933, as amended (the "Securities Act"); Section
4(1) of the Securities Act, if available, for non-affiliates; or by meeting the
conditions of Rule 144(i) of the Securities Act.
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Therefore, an investment in our Company should be considered extremely risky and
an investment suitable only for those who can afford to lose the entirety of
their investment.
The Company has a very specific business purpose and a bona fide plan of
operations. Its business plan and purpose is to provide a broad range of
business support and consulting services, including specific business advice,
and third party service provider and financing referrals to entrepreneurs,
small, medium and large companies, including both privately held and publicly
traded entities. The Company offers comprehensive services tailored to each
client's desired goals and needs. The Company offers an all-encompassing
solution to every potential client's need with emphasis on due diligence,
research on competitor analysis, strategy and implementation, market analysis
and wide-ranging pro-forma financial projections.
Revenues will be derived from fees we will charge our clientele in the form of
cash and on a case-by-case basis. In certain favorable circumstances, we may
negotiate with the client and receive all or a portion of payment in the form of
equity in such client's company. We intend to offer clients our comprehensive
services for a flat monthly fee, or on a project-by-project "à la carte" basis.
At no time will we charge any client for referrals of market makers.
At the present time, we intend to charge clients a flat rate fee per month for
comprehensive services. The amount of the monthly fee will vary and may increase
based on the size and complexity of such client, the amount and skill of work
involved, and based on individual negotiations with a particular client.
Fees for clients who elect to retain our services on a project-by-project basis
shall be individually negotiated and will vary based on the size and complexity
of such client, the amount and skill of work involved, and with consideration to
rates being charged throughout the industry for similar services.
Our fee structure is subject to current market conditions and is therefore
subject to change. However, at no point will the client be unaware of any rate
change.
As of the date of this Annual Report, the Company has not generated revenues, as
it has only been operating for a relatively short period of time. However, the
Company is in contact with and has been actively negotiating with potential
clients. Upon the receipt of adequate funding, the Company intends to implement
a wider marketing campaign in an effort to generate further business leads and
expand its base of clientele, and intends to hire personnel who can devote their
efforts on a fulltime basis. Lastly, the Company does not have any plans or
intentions to engage in a merger or acquisition with an unidentified company or
companies or other entity or person.
Organizational History
We were incorporated in State of Nevada on April 30, 2010. Because we currently
have nominal operations and minimal assets, we are currently considered to be a
shell company as defined in Rule 12b-2 of the Exchange Act, as amended.
The Company is authorized to issue one hundred ten million (110,000,000) shares
of capital stock, one hundred million (100,000,000) shares of which are
designated as Common Stock, and ten million (10,000,000) shares of preferred
stock, $0.0001 par value, which can be designated by the Board of Directors in
one or more classes with voting powers, full or limited, or no voting powers,
and such designations, preferences, limitations or restrictions.
As of the fiscal year ended September 30, 2012, we had 5,055,000 shares of
Common Stock outstanding. As described under Subsequent Events below, there are
currently an aggregate of 2,355,000 shares of the Company's Common Stock issued
and outstanding, 2,310,000 of which are held by our sole officer and director.
On September 24, 2012, our Board designated 4,500,000 shares of Preferred Stock
as "Series A Convertible Preferred Stock" and we filed a Certificate of
Designation with the Secretary of State of the State of Nevada therein
designating and establishing the class of Series A Convertible Preferred Stock.
On September 25, 2012, the Company sold 4,500,000 shares of Series A Convertible
Preferred Stock to the Selling Stockholders for an aggregate purchase price of
$450 under Section 4(2) under the Securities Act. Each share of Series A
Convertible Preferred Stock is convertible by the holder thereof for 20 shares
of Common Stock of the Company; provided, however, that the holder is prohibited
from converting such number of shares of Series A Convertible Preferred Stock
that would result in the stockholder beneficially owning more than 9.9% of the
Common Stock of the Company. The holders of the Series A Convertible Preferred
Stock shall vote only on a share for share basis with our Common Stock on any
matter, including but not limited to, the election of directors, name changes,
increases in the authorized common shares and for which such preferred stock or
series has such rights and as otherwise provided by the Nevada law and is
superior upon the liquidation of the Company. On September 26, 2012, we filed a
Registration Statement on Form S-1 (File No: 333-184110) therein registering an
aggregate of 90,000,000 shares of the Common Stock issuable upon the conversion
of the Series A Convertible Preferred Stock under the Securities Act of 1933, as
amended (the "Securities Act") on behalf of the Selling Stockholder named in the
Registration Statement. We will not receive any proceeds from the sale of Common
Stock on behalf of the Selling Stockholder.
Subsequent Events:
On November 7, 2012, the Securities and Exchange Commission declared the
Registration Statement registering an aggregate of 90,000,000 shares of Common
Stock issuable upon the conversion of 4,500,000 shares of Series A Convertible
Preferred Stock on behalf of the Selling Stockholder named therein effective
under the Securities Act.
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On November 8, 2012, our Board designated 100 shares of Preferred Stock as
"Series B Non-Convertible Preferred Stock" and we filed a Certificate of
Designation with the Secretary of State of the State of Nevada therein
designating and establishing the class of Series B Non-Convertible Preferred
Stock. On November 8, 2012, the Company sold 100 shares of Series B
Non-Convertible Preferred Stock to Virginia K. Sourlis for an aggregate purchase
price of $10 under Section 4(2) under the Securities Act.
The outstanding shares of Series B Non-Convertible Preferred Stock shall vote
together with the shares of Common Stock and other voting securities of the
Corporation as a single class and, regardless of the number of shares of Series
B Non-Convertible Preferred Stock outstanding and as long as at least one of
such shares of Series B Non-Convertible Preferred Stock is outstanding, shall
represent eighty percent (80%) of all votes entitled to be voted at any annual
or special meeting of stockholders of the Corporation or action by written
consent of stockholders. Each outstanding share of the Series B Non-Convertible
Preferred Stock shall represent its proportionate share of the 80% which is
allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.
On November 8, 2012, the Company sold a five month promissory note in the
principal amount of $193,000 bearing interest at the rate of 8% per annum. The
Company may prepay the outstanding principal and interest of the promissory note
without penalty. On November 9, 2012, the Company redeemed an aggregate of
2,700,000 shares of Common Stock of the Company held by Virginia K. Sourlis for
$189,000.
Plan of Operations
We will provide the following consulting services to start-up companies for a
flat monthly fee or individually negotiated one-time fee:
General Business Education and Advice for novice entrepreneurs including Q&A
sessions;
Business plan writing;
Determination of which type of entity would be best for the proposed business;
Support and assistance with the formation of the new business entity;
Providing corporate accounting and bookkeeping referrals; and
Support for corporate structuring and financing;
We will provide the following consulting services to going public companies for
a flat monthly fee or individually negotiated one-time fee:
Provide at least 3 Market Makers referrals* (complimentary service);
We will not be accepting any compensation for market maker referrals, and this
service will be complementary. Our role in referring clientele to market makers
will be solely introductory, in the form of a phone call or email linking the
two parties. After such introductions are made, we will have no further direct
dealings in such a context with the market maker.
Education - Explaining the role of the Market Makers, PCAOB auditors, transfer
agents and the like to our clients to enable them to make informed decisions;
Provide at least 3 PCAOB Auditors referrals*;
Provide at least 3 qualified/accredited individual and/or institutional
investors referrals*;
Support and explanation of going public;
Support for corporate structuring and financing; and
Support for filing of Form 211 (Rule 15c2-11).
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We will provide the following consulting services to publicly traded companies
for a flat monthly fee or individually negotiated one-time fee:
As required, provide at least 3 Market Makers referrals* (complimentary
service);
We will not be accepting any compensation for market maker referrals, and this
service will be complementary. Our role in referring clientele to market makers
will be solely introductory, in the form of a phone call or email linking the
two parties. After such introductions are made, we will have no further direct
dealings in such a context with the market maker.
Provide at least 3 IR/PR Firms referrals*;
Provide at least 3 qualified/accredited individual and/or institutional
investors referrals*;
Support for SEC compliance;
Support for Blue Sky compliance;
Provide corporate accounting and PCAOB referrals*;
Support for corporate structuring and financing.
*Referrals made by our Company to clients may involve certain conflicts of
interest between the Company, Ms. Sourlis individually, Ms. Sourlis' law firm,
and the client. We will make every attempt to ensure that all known and possible
conflicts of interest are disclosed to each client upon making such referral
and, if not waived by the client, cease working with the client in one or more
capacities.
Our Company believes that we have formulated a business model to succeed in a
downsizing corporate America and a turbulent economy. We have conducted the
necessary due diligence and we believe we tailored a multifaceted business model
to compete in the business services sector.
Fees
Revenues will be derived from fees we will charge our clientele in the form of
cash and on a case-by-case basis. In certain favorable circumstances, we may
negotiate with the client and receive all or a portion of payment in the form of
equity in such client's company. We intend to offer clients our comprehensive
services for a flat monthly fee, or on a project-by-project "à la carte" basis.
At no time will we charge any client for referrals of market makers.
At the present time, we intend to charge clients a flat rate fee per month for
comprehensive services. The amount of the monthly fee will vary and may increase
based on the size and complexity of such client, the amount and skill of work
involved, and based on individual negotiations with a particular client.
Fees for clients who elect to retain our services on a project-by-project basis
shall be individually negotiated and will vary based on the size and complexity
of such client, the amount and skill of work involved, and with consideration to
rates being charged throughout the industry for similar services.
Our fee structure is subject to current market conditions and is therefore
subject to change. However, at no point will the client be unaware of any rate
change.
In certain situations, we may negotiate with our clients to receive all or a
portion of payment owed to us for services rendered in the form of equity in
that client's company. Such determination will be made by our sole officer,
Virginia K. Sourlis. While we generally prefer to receive cash compensation, our
officer may believe that certain situations require the receipt of restricted
equity as compensation. Risks associated with receiving restricted equity
compensation include, but are not limited to, 1) problems of liquidity where no
market exists for such equity and therefore the Company cannot sell such equity
and realize cash; 2) the client goes out of business and such equity is rendered
worthless; 3) the equity is sold for less than the value of services provided by
us to the client.
We believe that it is necessary to receive a limited amount of equity in order
to hedge the associated risks involved with such form of payment. However, any
loss we experience related to equity compensation could have a material effect
on our ability to become profitable, and in the long term, to continue as a
going concern.
Going Concern
At September 30, 2012, we had $450 in cash on hand and an accumulated deficit of
$45,973 and have not generated any revenues to date. In their report for the
fiscal year ended September 30, 2012, our auditors have expressed that there is
substantial doubt as to our ability to continue as a going concern.
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The future of the Company is dependent upon its ability to obtain financing and
upon future profitable operations from the development of its planned business.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The accompanying financial statements do not include any
adjustments that might arise from this uncertainty.
The accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Proposed Milestones to Implement Business Operations
The following milestones are based on the estimates made by management. The
working capital requirements and the projected milestones are approximations and
subject to adjustments. Our sole Officer and Director, Virginia K. Sourlis, has
committed to personally fund our venture for an indefinite period of time to
facilitate our ability to attain the following operational milestones.
The funding of the Company by Ms. Sourlis will create a further liability to the
Company to be reflected on the Company's financial statements. Ms. Sourlis'
commitment to personally fund the Company is not contractual and could cease at
any moment in her sole and absolute discretion.
If we begin to generate profits, we will increase our marketing and sales
activity accordingly. We estimate generating initial revenues approximately
within the next six to twelve months. The costs associated with operating as a
public company are included in our budget. Management believes that the costs of
operating as a public company (as opposed to a private company) could have a
material negative impact on the company's results of operations and liquidity
and could place a significant drain on capital resources. Management will be
responsible for the preparation of the required documents to keep the costs to a
minimum. We plan to complete our milestones as follows:
0- 3 MONTHS
Management will continue the word-of-mouth campaign with Individual Proprietors
and potential referral candidates. Marketing efforts will also consist of due
diligence on small to large private and going public companies. During this
timeframe, we plan to identify small to large private and going public companies
that could use our services. We plan to purchase a computer, programs, and
printer for $2,000 that is budgeted in the Office Equipment and Furniture line
item in the Use of Proceeds. We have budgeted $500 in Sales and Marketing to
secure a web domain and research and place an initial deposit with a web
designer. The Company has budgeted $2,000 for Sales and Marketing material
including brochures and flyers that we expect to finalized during this
timeframe. Our goal for this timeframe continues with initiating due diligence
to identify referral source persons and finalizing our short-list of contract
labor.
4-6 MONTHS
Savvy plans to finalize the web site development at an additional cost of $500
budgeted in the Sales and Marketing line item. The Company plans to continue
with the direct marketing and word-of-mouth campaigns. In addition, we plan to
establish a direct marketing campaign to attract business small to large private
and going public companies. Most of the expenditures associated with these
efforts will amount to lunches, entertainment and related incidentals. We have
budgeted $1,800 in the Sales and Marketing line item to address the costs. We
have budgeted $3,000 in the Salaries/Contractors line item pay our
employees/contractors.
7-9 MONTHS
The Company plans to further expand relationships with small to large private
and going public companies. By this stage of operations, we anticipate finding
additional potential revenue generating business services that we intend to
pursue. We have budgeted $5,000 for targeted and tailored marketing material and
related activities. During this period, the Company has budgeted $5,000 for the
salaries of employees and or contractors. Additional planned responsibilities
include initiating a two-year overall business plan.
10-12 MONTHS
By the fourth quarter of operations, we expect to begin generating revenues
through an established base of clients to sustain operations. In the
Salaries/Contractors budget, we have budgeted $3,000 to pay for any
administrative employee expenses incurred as a result of performing duties for
our clients. We have budgeted $3,200 in the Sales and Marketing line item for
expenses incurred tailoring any marketing material to target opportunities and
to cover any related expenses. During this timeframe, we plan to analyze our
past nine months of operations including our web sites lead/revenue generating
effectiveness. In addition, we plan to evaluate our need to hire employees or
use contract labor. This review of our operations to date will allow the Company
to make the necessary adjustments and changes to further nurture the growth of
the Company. In addition, this review will provide valuable information for
finalizing a two-year overall business plan with emphasis on sales and marketing
Note: The amounts allocated to each line item in the above milestones are
subject to change at the sole discretion of the Company's management. Any line
item amounts not expended completely, as detailed in the Use of Proceeds, shall
be held in reserve as working capital and subject to reallocation to other line
item expenditures as required for ongoing operations.
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Results of Operations
Fiscal Year Ended September 30, 2012 Compared to Fiscal Year Ended September 30,
2011
At September 30, 2012, our total assets consisted solely of cash on hand which
was $450 compared to $4 at September 30, 2011.
At September 30, 2012, our total current liabilities were $35,473 and consisted
of $9,790 in accounts payable and $25,683 in amounts due to a related party. As
of September 30, 2011, our total current liabilities were $16,760 and consisted
of $4,000 in accounts payable and $12,760 in amounts due to a related party. The
accounts payable primarily consist of audit and SEC filing fees as the Company
commenced its SEC reporting requirements after the SEC declared the Company's
Registration Statement on Form S-1 (File No.: 333-16713) on August 12, 2010.
Our Total Stockholders' Deficit was $35,023 as of September 30, 2012, compared
to $16,756 at September 30, 2011.
Revenues. We had no revenues for the fiscal year ended September 30, 2011. Since
April 30, 2010 (date of inception), we have not realized any revenues.
Net Loss. We had a net loss of $18,717 for the year ended September 30, 2012,
compared to $17,413 for the year ended September 30, 2011. The net loss was
primarily due to incurred audit and SEC filing fees as the Company commenced its
SEC reporting requirements after the SEC declared the Company's initial S-1
filing effective on August 12, 2010.
Operating expenses. Our total operating expenses for the year ended September
30, 2012 were $18,717 compared to $17,413 for the fiscal year ended September
30, 2012. This was primarily comprised of audit and SEC filing fees as the
Company commenced its SEC reporting requirements after the SEC declared the
Company's initial S-1 filing effective on August 12, 2010.
Liquidity and Capital Resources
At September 30, 2012, we had $450 in cash on hand and an accumulated deficit of
$45,973 and have not generated any revenues to date. In their report for the
fiscal year ended September 30, 2012, our auditors have expressed that there is
substantial doubt as to our ability to continue as a going concern.
To date, our operations have been funded by Virginia K. Sourlis, our sole
officer and director, pursuant to a verbal, non-binding agreement. Ms. Sourlis
has agreed to personally fund the Company's operating and SEC reporting expenses
until the Company can achieve revenues sufficient to sustain its operational and
regulatory requirements, of which there can be no assurances. Future
contributions by Ms. Sourlis to the Company, pursuant to the verbal and
non-binding agreement, will be reflected on the financial statements of the
Company as current liabilities under due from related party.
The Company has also raised money from the public and private sales of its
Common Stock. On May 20, 2010, the Company issued a total of 5,000,000 shares of
Common Stock to Ms. Sourlis for aggregate cash consideration of $5,000. Also, on
May 27, 2010, the Company filed a Registration Statement on Form S-1 (File No.:
33-167130) with the Securities and Exchange Commission therein registering under
the Securities Act an aggregate of 2,000,000 shares of Common Stock for sale by
the Company for $0.10 per share. The SEC declared the Registration Statement
effective on August 12, 2010 The Offering was conducted on a "best efforts"
basis by the Company's officers and directors. On November 15, 2010, the Company
closed on the sale of 50,000 shares of Common Stock pursuant to the Registration
Statement and subsequently terminated the Offering effective November 16, 2010.
The Company received $5,000 in gross proceeds from the Offering. On September
27, 2012, the Company filed a Post-Effective Amendment No. 1 to the Registration
Statement to remove from registration the 1,950,000 shares of Common Stock of
the Company which were registered under the Securities Act pursuant to the
Registration Statement but were not sold in the offering.
On September 25, 2012, we sold 4,500,000 shares of Series A Convertible
Preferred Stock for $0.0001 per share, generating proceeds of $450.00. These
securities qualified for exemption under Section 4(2) of the Securities Act
since the issuance securities by us did not involve a public offering. The
offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of securities offered. The Company did not
undertake an offering in which we sold a high number of securities to a high
number of investors. In addition, these stockholders had the necessary
investment intent as required by Section 4(2) since they agreed to and received
share certificates bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the Securities Act. This restriction ensures that these
securities would not be immediately redistributed into the market and therefore
not be part of a "public offering." Based on an analysis of the above factors,
the Company has met the requirements to qualify for exemption under Section 4(2)
of the Securities Act for this transaction.
On September 26, 2012, we filed a Registration Statement on Form S-1 (File No:
333-184110) therein registering an aggregate of 90,000,000 shares of Common
Stock issuable upon the conversion of the 4,500,000 shares of Series A
Convertible Preferred Stock sold by the Company on September 25, 2012. We will
not receive any proceeds from the sale of Common Stock by the Selling
Stockholder named in the Registration Statement. On November 7, 2012, the
Registration Statement was declared effective by the SEC.
We believe that we will start to generate revenue within the next 12 months and
that we will need at least $200,000 to sustain our operations during such
period.
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As stated above and throughout this Annual Report, in certain situations, we may
negotiate with our clients to receive all or a portion of payment owed to us for
services rendered in the form of equity in that client's company. Such
determination will be made by our sole officer, Virginia K. Sourlis. While we
generally prefer to receive cash compensation, our officer may believe that
certain situations require the receipt of restricted equity as compensation.
Risks associated with receiving restricted equity compensation include, but are
not limited to, 1) problems of liquidity where no market exists for such equity
and therefore the Company cannot sell such equity and realize cash; 2) the
client goes out of business and such equity is rendered worthless; 3) the equity
is sold for less than the value of services provided by us to the client.
We believe that it is necessary to receive a limited amount of equity in order
to hedge the associated risks involved with such form of payment. However, any
loss we experience related to equity compensation could have a material effect
on our ability to generate revenues, become profitable, and to continue as a
going concern.
Off -Balance Sheet Operations
The Company does not have any off-balance sheet operations.
CRITICAL ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance with
United States generally accepted accounting principles (US GAAP) for financial
information and in accordance with the Securities and Exchange Commission's
Regulation S-X. They reflect all adjustments which are, in the opinion of the
Company's management, necessary for a fair presentation of the financial
position and operating results as of and for the period April 30, 2010 (date of
inception) to September 30, 2012.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. As of September 30, 2012, the Company maintained one bank
account with a financial institution located in New Jersey.
Fair Value of Financial Instruments
The fair value of cash and cash equivalents and accounts payable approximates
the carrying amount of these financial instruments due to their short maturity.
Net Loss per Share Calculation
Basic net loss per common share ("EPS") is computed by dividing income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings per shares is computed by dividing
net income (loss) by the weighted average shares outstanding, assuming all
dilutive potential common shares were issued.
Revenue Recognition
For the period April 30, 2010 (inception) to September 30, 2012, the Company did
not realize any revenue.
Income Taxes
Income taxes are provided for using the liability method of accounting. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax basis.
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 effect of changes in tax laws and rates on the date of
enactment.
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