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(State
or other jurisdiction of incorporation or organization)
(I.R.S.
Employer Identification No.)
6767
West Tropicana Avenue, Suite 204
Las
Vegas, Nevada
89103
(Address
of principal executive offices)
(Zip
Code)
Issuer’s
telephone number: (702)
355-3103
Securities
registered under Section 12(b) of the Exchange Act:
Title
of each class
Name
of each exchange on which registered
None
Not
Applicable
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, par value $0.0001
(Title
of Class)
Check
whether the Issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2)
has been subject to such filing requirements for the past 90 days. Yes [X]
No
[ ]
Check
if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is
not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to
this Form 10-KSB [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No [ ]
State
issuer’s revenue for its most recent fiscal year: $0
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of
such
common equity, as of a specified date within the past 60 days. $5,459,167
as of December 31, 2005.
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 2,966,166,620
Common Shares as of December 31, 2005
Transitional
Small Business Disclosure Format (Check One): Yes: __; No X
The
business purpose of the Company is to franchise nationally a system for
acquiring and marketing real estate properties owned by motivated
sellers.
Description
of Business
We
currently have no business activities. Due to our inability to secure funding,
we were unable to implement our previous business plan. Since this time, we
have
attempted to identify and evaluate other businesses and technology opportunities
for acquisition in order to proceed with an active business operation. At the
present time, we have not identified any other business and/or technology
opportunities that our management believes are consistent with the best interest
of the company. Given our lack of success in generating any discussions, we
plan
to retain a consultant to assist us identifying additional business and/or
technology for acquisition, but have not retained a consultant at the present
time.
We
do not
own any interest in a patent, trademark, license, franchise, concession, or
royalty agreement.
Employees
At
the
present time, we have no employees other than our sole officer, Mr. Gordon
Forgey. We do not anticipate hiring any employees until such time as we are
able
to acquire any additional businesses and/or technology.
We
are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which our sole officer or director or any beneficial holder
of 5% or more of our voting securities is adverse to us or has a material
interest adverse to us.
Item
4. Submission of Matters to a Vote of the Security
Holders
No
matters have been submitted to our security holders for a vote at a meeting
or
otherwise during the fiscal years ended December 31, 2005 or
2004.
Item
5. Market for Common Equity and Related Stockholder
Matters
Market
Information
Our
common stock is currently quoted on the Pink Sheets, which is sponsored by
the
National Association of Securities Dealers (“NASD”). The Pink Sheets is a
network of security dealers who buy and sell stock. The dealers are connected
by
a computer network that provides information on current "bids" and "asks",
as
well as volume information. Our shares are quoted on the OTC Bulletin Board
under the symbol “VGSE.”
The
following table sets forth the range of high and low bid quotations for our
Common Stock for each of the periods indicated for which such information was
available. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
On
December 31, 2005 the last sales price per share of our common stock was
$0.00025.
Penny
Stock
The
Securities Exchange Commission 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, deliver a standardized
risk disclosure document prepared by the Commission, 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 to 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 is in such form as
the
Commission shall require by rule or regulation. The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the customer:
(a)
with 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 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
suitably statement.
These
disclosure requirements may have the effect of reducing the trading activity
in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, because our common stock is subject to the penny stock rules,
stockholders may have difficulty selling our securities.
Holders
of Our Common Stock
As
of
December 31, 2005, there were approximately five hundred sixty-three (563)
holders of our common stock and several other stockholders hold shares in street
name.
Dividends
In
January 2005, the Company issued a 9 for 1 stock dividend.
Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Actual results may differ materially from those
included in the forward-looking statements. The Company intends such
forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations
of
the Company, are generally identifiable by use of the words
“believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,” or similar expressions. The Company’s ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse affect on the operations and future
prospects of the Company on a consolidated basis include, but are not limited
to: changes in economic conditions generally and the retail market specifically,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should be considered in evaluating forward-looking statements
and
undue reliance should not be placed on such statements. Further information
concerning the Company and its business, including additional factors that
could
materially affect the Company’s financial results, is included herein and in the
Company’s other filings with the Securities and Exchange Commission.
Plan
of Operation
We
currently have no business activities. Due to our inability to secure funding,
we were unable to implement our previous business plan. Since this time, we
have
attempted to identify and evaluate other business and technology opportunities
in order to proceed with an active business operation. At the present time,
we
have not identified any other business and/or technology opportunities that
our
management believes are consistent with the best interest of the company. Our
plan of operations is to continue our attempts to identify and evaluate other
business and technology opportunities in order to proceed with an active
business operation.
We
currently have forecasted the expenditure of approximately $20,000 during the
next twelve months in order to remain in compliance with the Securities Exchange
Act of 1934 and to identify additional business and/or technology for
acquisition. We can provide no assurance that we will be successful in acquiring
other businesses or technology due to our limited working capital. We anticipate
that if we are successfully able to identify any technology or business for
acquisition, we will require additional financing
in order for us to complete the acquisition. We can provide no assurance that
we
will receive additional financing if sought.
We
do not
anticipate purchasing any real property or significant equipment in the next
twelve months.
We
have
no employees other than our sole officer, Mr. Gordon Forgey. We do not
anticipate hiring any employees until such time as we are able to acquire any
additional businesses and/or technology.
Our
total
liabilities as of December 31, 2005 were $55,725, compared to $34,725 as of
December 31, 2004. On December 31, 2005, we had current liabilities in the
amount of $55,725. Our current liabilities consisted of accounts payable and
accrued expenses in the amount of $55,725.
Results
of Operations
We
have
had no material business operations. As a result, we did not earn any revenue
during the fiscal year ended December 31, 2005.
We
incurred operating expenses in the amount of $21,000 for the fiscal year ended
December 31, 2005, compared to operating expenses of $22,530 for the fiscal
year
ended December 31, 2004. Our operating expenses for the fiscal year ended
December 31, 2005 were entirely attributable to professional expenses.
We
incurred a net loss of $21,000 in the fiscal year ended December 31, 2005,
compared to $22,530 for the fiscal year end December 31, 2004. Our losses for
the fiscal year ended December 31, 2005 and in the prior fiscal year are
entirely attributable to professional expenses.
Liquidity
and Capital Resources
As
of
December 31, 2005 and 2004 we had no cash at hand. We had a working capital
deficit of $55,725 as of December 31, 2005, compared to $34,725 for the fiscal
year end December 31, 2004. As a result, we have insufficient capital to
complete an acquisition in the event that a suitable business or technology
is
identified.
We
have
not attained profitable operations and are dependent upon obtaining financing
to
complete an acquisition of another business or technology. For these reasons,
our auditors have stated in their report that they have substantial doubt about
our ability to continue as a going concern.
Off
Balance Sheet Arrangements
As
of
December 31, 2005, there were no off balance sheet arrangements.
Going
Concern
Our
independent auditors have stated in their Auditor’s Report included in our
annual report on Form 10-KSB that we have incurred operating losses, accumulated
deficit, and negative cash flow from operations. From our inception to December31, 2005, we incurred cumulative losses of approximately $63,003. Our ability
to
raise capital through future issuances of common stock is unknown. Our future
is
dependent on our ability to obtain financing and develop new business
opportunities into profitable operations.
These
factors, among others, raise substantial doubt about our ability to continue
as
a going concern. Our financial statements do not include any adjustments that
may result from the outcome of these aforementioned uncertainties.
Recent
Accounting Pronouncements
In
March
2005, the FASB issued Statement of Financial Accounting Standards Interpretation
Number 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations.”
FIN 47 provides clarification regarding the meaning of the term “conditional
asset retirement obligation” as used in SFAS 143, “Accounting for Asset
Retirement Obligations.” FIN 47 is effective for the year ended December 31,2005. The effect of FIN 47 on the Company’s financial position, results of
operations and cash flows is immaterial.
In
May
2005, the FASB issued SFAS 154, “Accounting for Changes and Error Corrections—a
replacement of APB Opinion No. 20 and FASB Statement No. 3.” SFAS 154
changes the requirements with regard to the accounting for and reporting a
change in an accounting principle. The provisions of SFAS 154 require, unless
impracticable, retrospective application to prior periods presented in financial
statements for all voluntary changes in an accounting principle and changes
required by the adoption of a new accounting pronouncement in the unusual
instance that the new pronouncement does
not
indicate a specific transition method. SFAS 154 also requires that a change
in
depreciation, amortization or depletion method for long-lived, non-financial
assets be accounted for as a change in an accounting estimate, which requires
prospective application of the new method. SFAS 154 is effective for all changes
in an accounting principle made in fiscal years beginning after
December 15, 2005. The Company plans to adopt SFAS 154 beginning January 1,2006. Because SAS 154 is directly dependent upon future events, the Company
cannot determine what effect, if any, the expected adoption of SFAS 154 will
have, but the Company does not expect that it will have a material impact on
its
financial condition, results of operations or cash flows.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Board
of
Directors
Vegas
Equity International Corp.
Las
Vegas, Nevada
We
have
audited the accompanying balance sheet of Vegas Equity International Corp.
as of
December 31, 2005 and 2004 and the related statements of operations, changes
in
stockholders’ (deficit), and cash flows for the years then ended with cumulative
totals since inception, May 17, 1996. 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
have
conducted our audits in accordance with 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 Vegas Equity International Corp.
as
of December 31, 2005 and 2004 and the results of its operations, changes
in
stockholders’ (deficit) and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of
America.
The
accompanying financial statements for the years ended December 31, 2005 and
2004
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 5 to the financial statements, the Company has sustained
operating losses and capital deficits that raise substantial doubt about
its
ability to continue as a going concern. Management’s operating and financing
plans in regard to these matters are also discussed in Note 5. The financial
statements do not include any adjustments that might result from the outcome
of
these uncertainties.
The
business purpose of the Company is to franchise nationally a system for
acquiring and marketing real estate properties owned by motivated
sellers.
NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Development
Stage Company
The
Company is considered to be in the development stage as defined in Statement
of
Financial Accounting Standards (SFAS) No. 7, “Accounting
and Reporting by Development Stage Enterprises.”
The
Company is devoting substantially all of its efforts to developing the marketing
of the real estate properties.
Use
of Estimates
The
preparation of condensed 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 amounts reported
in
the condensed consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Cash
and Cash Equivalents
Cash
and
cash equivalents consists principally of currency on hand, demand deposits
at
commercial banks, and liquid investment funds having a maturity of three
months
or less at the time of purchase.
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Start-up
Costs
In
accordance with the American Institute of Certified Public Accountants Statement
of Position 98-5, “Reporting
on the Costs of Start-up Activities”,
the
Company expenses all costs incurred in connection with the start-up and
organization of the Company.
Common
Stock Issued For Other Than Cash
Services
purchased and other transactions settled in the Company's common stock are
recorded at the estimated fair value of the stock issued if that value is
more
readily determinable than the fair value of the consideration
received.
Net
(Loss) Per Share of Common Stock
The
following table sets forth the computation of basic and diluted earnings
per
share:
All
dilutive securities were not included in the calculation of dilutive earnings
per share because the effect would be anti-dilutive when the Company has
incurred a loss from operations. The Company currently has no potentially
dilutive securities outstanding.
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Stock-Based
Compensation
The
Company has adopted the disclosure provisions of Statement of Financial
Accounting Standards No. 123, “Accounting
for Stock-Based Compensation”
("SFAS
No. 123"). SFAS No. 123 permits the Company to continue accounting for
stock-based compensation as set forth in Accounting Principles Board Opinion
No.
25, “Accounting
for Stock Issued to Employees”
("APB
Opinion No. 25"), provided the Company discloses the pro forma effect on
net
income and earnings per share of adopting the full provisions of SFAS No.
123.
Accordingly, the Company continues to account for stock-based compensation
under
APB Opinion No. 25 and has provided the required pro forma
disclosures.
Recent
Accounting Pronouncements
In
March
2005, the FASB issued Statement of Financial Accounting Standards Interpretation
Number 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations.”
FIN 47 provides clarification regarding the meaning of the term “conditional
asset retirement obligation” as used in SFAS 143, “Accounting for Asset
Retirement Obligations.” FIN 47 is effective for the year ended December 31,2005. The effect of FIN 47 on the Company’s financial position, results of
operations and cash flows is immaterial.
In
May
2005, the FASB issued SFAS 154, “Accounting for Changes and Error Corrections—a
replacement of APB Opinion No. 20 and FASB Statement No. 3.” SFAS 154
changes the requirements with regard to the accounting for and reporting
a
change in an accounting principle. The provisions of SFAS 154 require, unless
impracticable, retrospective application to prior periods presented in financial
statements for all voluntary changes in an accounting principle and changes
required by the adoption of a new accounting pronouncement in the unusual
instance that the new pronouncement does not indicate a specific transition
method. SFAS 154 also requires that a change in depreciation, amortization
or
depletion method for long-lived, non-financial assets be accounted for as
a
change in an accounting estimate, which requires prospective application
of the
new method. SFAS 154 is effective for all changes in an accounting principle
made in fiscal years beginning after December 15, 2005. The Company plans
to adopt SFAS 154 beginning January 1, 2006. Because SAS 154 is directly
dependent upon future events, the Company cannot determine what effect, if
any,
the expected adoption of SFAS 154 will have, but the Company does not expect
that it will have a material impact on its financial condition, results of
operations or cash flows.
Net
operating losses totaling approximately $63,003 are currently available and
begin to expire in 2021.
A
valuation allowance has been provided for the entire deferred tax asset amount
until such time that the Company demonstrates the ability to produce taxable
income.
As
of
December 31, 2005, the Company has 5,000,000,000 shares of common stock
authorized and 2,966,166,620 shares issued and outstanding.
The
Company has amended their Articles of Incorporation at various times amending
the authorized share level and par value. As stated the current authorized
level
is 5,000,000,000 common shares with a par value of $.0001.
The
following details the stock transactions for since inception:
In
May
1996, the Company issued 25,000 shares of common stock for $2,500 at a value
of
$.10 per share.
In
the
second quarter of 2000, the Company issued 4,675,000 shares of common stock
for
services rendered at a value of $.0001 per share, the then fair value of
the
common stock at the date of issuance.
In
the
second quarter of 2001, the Company issued 5,665,176 shares of common stock
for
services rendered at a value of $.0001 per share, the then fair value of
the
common stock at the date of issuance.
On
November 5, 2001, the Company reverse split its common stock 1 for 20. On
November 5, 2001, the Company also issued 8,000,000 shares of common stock
for
services at a value of $.0001 per share for a value of $800, the then fair
value
of the stock at the time of issuance.
On
May17, 2002, the Company issued 19,440,611 shares of common stock for equipment.
The shares were valued at $.0001 per share for a value of $1,944, the then
fair
value of the stock at the time of issuance. Subsequent to the issuance, the
equipment was deemed to be worthless, and the Company impaired the equipment
to
$0. In addition, 6,550,000 were later cancelled during the year. This
transaction has been retroactively restated to the date of issuance.
On
May 7,2003, the Company issued 70,000,000 shares of common stock in exchange for
100%
of the outstanding shares of Vu Buy Properties, Inc. The shares were valued
at
$.04 per share for a value of $2,800,000, the then current fair value of
the
shares at the time of acquisition. On June 25, 2003, the Company exchanged
100%
of the stock it acquired in the Vu Buy Properties, Inc. transaction for 1,000
shares of common stock of Univa Estates, Inc., a private company, and entered
into an agreement with Univa to provide funding to develop franchise agreements,
marketing materials, and business plans for the sale of Vu Buy franchises.
The
Univa stock was valued at the cost basis, and subsequently written down to
$0.
This is reflected as an unrealized loss on the condensed statements of
operations for the year ended December 31, 2003. These shares were subsequently
cancelled in 2003 and the transaction has been retroactively restated to
the
date of issuance.
Additionally,
on May 7, 2003the Company issued 50,000,000 shares of common stock for
consulting services valued at $.04 per share for a value of $2,000,000, the
then
fair value of the stock at the time of issuance. These shares were subsequently
cancelled in 2003 and the transaction has been retroactively restated to
the
date of issuance.
In
January 2005, the Company issued 257,050,000 shares of common
stock.
In
January 2005, the Company issued a 10:1 stock dividend.
Preferred
Stock
The
Company, on May 7, 2003, authorized the issuance of 10,000,000 shares of
convertible preferred stock with a par value of $.0001.
These
shares are convertible into common stock at a 5 for 1 ratio. All 10,000,000
shares were issued on May 7, 2003 for services at par value,
$1,000.
NOTE
5-
GOING
CONCERN
The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America,
which
contemplates continuation of the Company as a going concern. The Company
has had
recurring operating deficits in the past few years and has large accumulated
deficits and is in the development stage and has no recurring revenues. These
items raise substantial doubt about the Company’s ability to continue as a going
concern.
In
view
of these matters, realization of the assets of the Company is dependent upon
the
Company’s ability to meet its financial requirements and the success of future
operations. These financial statements do not include adjustments relating
to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company
be
unable to continue in existence.
The
Company’s continued existence is dependent upon its ability to generate
sufficient cash flows from equity financing.
We
carried out an evaluation of the effectiveness of the design and operation
of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2005. This evaluation was carried
out under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, Mr. Gordon Forgey. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of December 31, 2005, our disclosure controls and procedures are
effective. There have been no significant changes in our internal controls
over
financial reporting during the quarter ended December 31, 2005 that have
materially affected or are reasonably likely to materially affect such controls.
Disclosure
controls and procedures are controls and other 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.
Limitations
on the Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud
and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of
the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud,
if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of
two
or more people, or by management override of the internal control. The design
of
any system of controls also is based in part upon certain assumptions about
the
likelihood of future events, and there can be no assurance that any design
will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions,
or
the degree of compliance with the policies or procedures may deteriorate.
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section
16(a) of the Exchange Act
The
following information sets forth the names of our directors and executive
officers, their ages and their present positions with the Company as of December31, 2005. The directors serve for a term of one year or until the next annual
meeting of the shareholders. Each officer serves at the discretion of the board
of directors.
Name
Age
Position
Gordon
Forgey
56
President,
Secretary, Treasurer and Sole
Director
Set
forth
below is a brief description of the background and business experience of each
of our current executive officers and directors.
Gordon
Forgey, President, Chief Executive Officer and Chief Financial
Officer.
Since 1985, Mr. Forgey has been in the Real Estate Investment market as a
consultant.
Family
Relationships
There
are
no family relationships between or among the directors, executive officers
or
persons nominated or chosen by us to become directors or executive
officers.
Involvement
in Certain Legal Proceedings
To
the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer:
(1)
any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (2) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) being subject to any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
any
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Significant
Employees
We
do not
have any employees other than our sole officer, Gordon Forgey.
Audit
Committee
We
do not
have a separately-designated standing audit committee. The entire board of
directors is acting as our audit committee.
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
and executive officers and persons who beneficially owns more than ten percent
of a registered class of the Company’s equity securities to file with the SEC
initial reports of ownership and reports of change in ownership of common stock
and other equity securities of the Company. Officers, directors and greater
than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. To our knowledge, the
following persons have failed to file, on a timely basis, the identified reports
required by Section 16(a) of the Exchange Act during fiscal year ended December31, 2005:
Name
and principal position
Number
of late reports
Transactions
not timely reported
Known
failures to file a required form
Gordon
Forgey,
CEO,
CFO, and Director
0
0
0
Code
of Ethics Disclosure
As
of
December 31, 2005, we have not adopted a Code of Ethics for Financial
Executives, which include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions, as required by sections 406 and 407 of the Sarbanes-Oxley
Act
of 2002. Our
management believes that the size of our company and current operations at
this
time do not require a code
of
ethics to govern the behavior of our sole officer. We anticipate that we will
adopt a code of ethics once we commence operations.
The
table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers for each of the last three completed fiscal
years.
Annual
Compensation
Long
Term Compensation
Name
Title
Year
Salary
($)
Bonus
($)
Other
Annual Compensation
($)
Restricted
Stock Awarded
($)
Warrants
&
Options
(#)
LTIP
payouts
($)
All
Other Compensation
($)
Gordon
Forgey
Director,
CEO, and CFO
2005
2004
2003
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Stock
Option Grants
We
did
not grant any stock options to our executive officers or employees during the
year ended December 31, 2005. We have not granted any stock options to our
executive officers or employees since December 31, 2005.
Item
11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters
The
following table sets forth information regarding the beneficial ownership of
our
shares of common stock at December 31, 2005 by (i) each person known by us
to be
the beneficial owner of more than 5% of our outstanding shares of common stock,
(ii) each of our directors, (iii) our executive officers, and (iv) by all
directors and executive officers as a group. Each person named in the table,
has
sole voting and investment power with respect to all shares shown as
beneficially owned by such person.
The
percent of class is based on 2,996,166,620 shares of common stock issued and
outstanding as of December 31, 2005.
As
used
in this table, "beneficial ownership" means the sole or shared power to vote,
or
to direct the voting of, a security, or the sole or shared investment power
with
respect to a security (i.e., the power to dispose of, or to direct the
disposition of, a security). In addition, for purposes of this table, a person
is deemed, as of any date, to have "beneficial ownership" of any security that
such person has the right to acquire within 60 days after such
date.
None
of
our directors or executive officers, nor any proposed nominee for election
as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction during the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us
The
aggregate fees billed by our auditors for professional services rendered in
connection with the audit of our annual financial statements for the fiscal
years ended December 31, 2005 and 2004 and a review of the financial statements
for the interim periods included in our quarterly reports together were $14,000
and $10,000.
Audit-Related
Fees
Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.
Tax
Fees
The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2005 and 2004.
All
Other Fees
The
aggregate fees billed by our auditors for all other non-audit services, such
as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2005 and 2004 were $0 and $0
respectively.
Pursuant
to the requirements of Section 13 and 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.
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and
on the date stated:
