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 $0.001
(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 [ ]
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. $742,080.00
as of
September 30, 2005.
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 6,184,000 Common Shares as of September30,2005.
Transitional
Small Business Disclosure Format (Check One): Yes: __; No X
We
were
incorporated as a Delaware corporation on May 10, 1998 under the name
Environmental Monitoring and Testing Corporation. Since our incorporation,
we
provided electronic filing services to companies that are required to
electronically file disclosure information with the Securities and Exchange
Commission "SEC."
The
Company filed a Form 8-K with the Securities and Exchange Commission and changed
its name to Netchoice, Inc., effective February 3, 2005.
Subsequent
to the reporting period, the Company filed a Form 8-K with the Securities and
Exchange Commission and changed its name to Xstream Mobile, Inc., effective
December 19, 2005.
Business
of the Issuer
Description
of Business
We
are
currently in the communications business specializing in entertainment, safety
and security.
We
do not
own any interest in a patent, trademark, license, franchise, concession, or
royalty agreement.
Employees
At
the
time of the annual report, we had no employees other than our sole officer,
Ms.
Patricia Waite. We do not anticipate hiring any employees until such time as
we
are able to acquire any additional businesses and/or technology.
Government
Regulation
We
are
not aware of any existing or probable governmental regulation that will have
a
material impact on our company.
We
are
not subject to any compliance with environmental laws.
Research
and Development
We
did
not incur any research or development expenditures during the fiscal years
ended
September 30, 2005 or 2004.
We
are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Our
agent
for service of process in Delaware is, Corporation Trust Center, 1209 Orange
Street, Wilmington, DE19801.
Item
4:Submission
of Matters to a Vote of Security Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended September 30, 2005.
4
PART
II
Item
5:Market
for Common Equity and Related Stockholder Matters
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board, which is sponsored
by the National Association of Securities Dealers (“NASD”). The OTC Bulletin
Board 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 “NTCH.OB”
The
following table sets forth the range of high and low bid quotations for our
Common Stock for each of the periods indicated as reported by the NASD OTCBB.
These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.
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.
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 and
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, 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.
Results
of Operations
We
currently have no business activities. Due to our inability to secure funding,
we were unable to implement our previous business plan and ceased operations
on
December 31, 2001. 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.
6
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, Ms. Patricia Waite. 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 September 30, 2005 were $262,750, compared to $245,000 as
of
September 30, 2004. On September 30, 2005, we had current liabilities in the
amount of $262,750. Our current liabilities consisted of accounts payable and
accrued expenses in the amount of $262,750.
Results
of Operations
We
have
had no material business operations since December 31, 2001. As a result, we
did
not earn any revenue during the fiscal year ended September 30, 2005.
We
incurred operating expenses in the amount of $33,671 for the fiscal year ended
September 30, 2005, compared to operating expenses of $4,484 for the fiscal
year
ended September 30, 2004. Our operating expenses for the fiscal year ended
September 30, 2005 were entirely attributable to selling, general and
administrative expenses. Our operating expenses increased significantly
primarily because of accounting and legal expenditures we incurred in connection
with bringing our disclosure current and complying with the reporting
requirements of the Securities and Exchange Act of 1934, as amended.
We
incurred a net loss of $17,750 in the fiscal year ended September 30, 2005,
compared to $271,407 for the fiscal year end September 30, 2004. Our losses
for
the fiscal year ended September 30, 2005 and in the prior fiscal year are
entirely attributable to operating expenses.
Liquidity
and Capital Resources
As
of
September 30, 2005, we had cash in the amount of $0, compared to cash of $0
as
of September 30, 2004. We had a working capital deficit of $262,750 of September30, 2005, compared to $245,000 for the fiscal year end September 30, 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.
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 September30, 2005, we incurred cumulative losses of approximately $2,081,768. 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.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of
Directors
NetChoice,
Inc. (Formerly Environmental Monitoring and Testing Corporation)
Las
Vegas, Nevada
We
have
audited the accompanying balance sheets of NetChoice, Inc. (Formerly
Environmental Monitoring and Testing Corporation as of September 30, 2005
and
2004 and the related statements of operations, changes in stockholders’ equity
(deficit), and cash flow for the years then ended. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audits 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.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 6 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 6. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of NetChoice, Inc. as of September30,2005 and 2004 and the results of its operations, changes in stockholders’ equity
(deficit) and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
The
Company was incorporated on May 10, 1998, under the laws of the State
of
Delaware. The business purpose of the Company was originally to engage
in
environmental monitoring and testing. However, on December 31, 2001,
the Company
liquidated its operating assets and currently has no operations. The
Company has
adopted a fiscal year ending September 30.
The
Company filed a Form 8-K with the Securities and Exchange Commission
requesting
a name change. The Company changed its name to Netchoice, Inc., effective
February 3, 2005.
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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 amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
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.
F
- 6
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Income
Taxes
The
income tax benefit is computed on the pretax loss based on the current tax
law.
Deferred income taxes are recognized for the tax consequences in future years
of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory
tax
rates. The Company has not established a provision due to the losses
sustained.
Net
(Loss) Per Share of Common Stock
Historical
net (loss) per common share is computed using the weighted average number
of
common shares outstanding. Diluted earnings per share (EPS) include additional
dilution from common stock equivalents, such as stock issuable pursuant to
the
exercise of stock options and warrants. Common stock equivalents were not
included in the computation of diluted earnings per share when the Company
reported a loss because to do so would be antidilutive for periods
presented.
The
following table sets forth the computation of basic and diluted earnings
per
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Stock-Based
Compensation
Employee
stock awards under the Company's compensation plans are accounted for in
accordance with Accounting Principles Board Opinion No. 25 (“APB 25”),
“Accounting
for Stock Issued to Employees”,
and
related interpretations. The Company provides the disclosure requirements
of
SFAS No. 123, “Accounting
for Stock-Based Compensation”
(“SFAS
123”), and related interpretations. Stock-based awards to non-employees are
accounted for under the provisions of SFAS 123 and the Company adopted the
enhanced disclosure provisions of SFAS No. 148 “Accounting
for Stock-Based Compensation- Transition and Disclosure,”
an
amendment of SFAS No. 123.
The
Company measures compensation expense for its employee stock-based compensation
using the intrinsic-value method. Under the intrinsic-value method of accounting
for stock-based compensation, when the exercise price of options granted
to
employees is less than the estimated fair value of the underlying stock on
the
date of grant, deferred compensation is recognized and is amortized to
compensation expense over the applicable vesting period.
The
Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, “Accounting
for Equity Instruments that are Issued to Other Than Employees for Acquiring,
or
in Conjunction with Selling, Goods or Services”.
The
fair value of the option issued is used to measure the transaction, as this
is
more reliable than the fair value of the services received. Fair value is
measured as the value of the Company’s common stock on the date that the
commitment for performance by the counterparty has been reached or the
counterparty’s performance is complete. The fair value of the equity instrument
is charged directly to compensation expense and additional paid-in
capital.
Recent
Accounting Pronouncements
In
December 2004, the FASB issued Financial Accounting Standards No. 123 (revised
2004) (FAS 123R), “Share-Based Payment, “ FAS 123R replaces FAS No. 123,
“Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25,
“Accounting for Stock Issued to Employees.” FAS 123R requires compensation
expense, measured as the fair value at the grant date, related to share-based
payment transactions to be recognized in the financial statements over the
period that an employee provides service in exchange for the award. The Company
intends to adopt FAS 123R using the “modified prospective” transition method as
defined in FAS 123R. Under the modified prospective method,
F
- 8
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Recent
Accounting Pronouncements
(Continued)
companies
are required to record compensation cost prospectively for the
unvested
portion, as of the date of adoption, of previously issued and outstanding
awards
over the remaining vesting period of such awards. FAS 123R is effective January1, 2006. The Company is evaluating the impact of FAS 123R on its’ results and
financial position.
On
December 16, 2004, FASB issued Financial Accounting Standards No. 153, Exchanges
of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for
Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion
29 to
eliminate the exception for non-monetary exchanges of similar productive
assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. Under FAS 153, if a non-monetary exchange
of similar productive assets meets a commercial-substance criterion and fair
value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005.
The
Company does not anticipate that the implementation of this standard will
have a
material impact on its financial position, results of operations or cash
flows.
NOTE
3-
PROVISION
FOR INCOME TAXES
The
Company accounts for income taxes using the liability method.
Net
operating losses totaling approximately $2,081,768 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.
F
- 9
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
On
December 3, 2004, the Company increased the authorized number of shares of
common stock from 30,000,000 shares to 90,000,000 shares and also changed
the
par value from $.01 to $.001 per share. The par value of the common stock
has
been retroactively restated for the year ended September 30, 2004 to reflect
this change.
As
of
September 30, 2005 and 2004, the Company has 90,000,000 shares of common
stock
authorized, with 6,184,000 issued and 3,785,183 outstanding.
Preferred
Stock
On
December 3, 2004the Company changed the authorized number of Preferred Stock
shares from one class of stock consisting of 10,000,000 shares with a par
value
of $.01 to three separate series of preferred stock with a par value of
$.001.
Preferred
Stock Series A
As
of
September 30, 2005, the Company has authorized 990,000 shares with a par
value
of $.001 per share, participating, voting, and convertible with a liquidation
value of $1,000 each. None are issued and outstanding.
Preferred
Stock Series B
As
of
September 30, 2005, the Company has authorized 9,000,000 shares with a par
value
of $.001 per share, participating, voting, and convertible with a liquidation
value of $3 each. None are issued and outstanding.
Preferred
Stock Series C
As
of
September 30, 2005, the Company has authorized 10,000 shares with a par value
of
$.001 per share with a liquidation value of $10 each. None are issued and
outstanding.
All
preferred stock series A, B, and C are convertible to 4,000 common shares
and
entitle the holder to 4,000 votes for each share held.. In addition, in all
cases, the holders of Preferred Stock C will vote cumulatively at least
fifty-one percent (51%) of all votes cast regardless of the number of Series
C
shares issued, at any meeting of shareholders or on any major issue put before
the shareholders for vote.
F
- 10
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
Included
in accounts payable and accrued expenses is an accrual of $3,000 representing
the fair market value of stock to be issued to former directors.
NOTE
6-
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 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.
NOTE
7-
SUBSEQUENT
EVENT
On
December 20, 2005, the Company filed and received approval from the State
of
Delaware to change its name from NetChoice Inc. to Xstream.Mobile Solutions
Corp.
F
- 11
Item
8:Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
There
have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation
S-B.
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 September 30, 2005. This evaluation was carried
out under the supervision and with the participation of our former Chief
Executive Officer and Chief Financial Officer, Patricia Wiate. Based upon that
evaluation, our Director, Chief Executive and Chief Financial Officer, concluded
that our disclosure controls and procedures are effective. There have been
no
significant changes in our internal controls or in other factors, which could
significantly affect internal controls subsequent to the date we carried out
our
evaluation.
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 Securities and Exchange
Commission'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 are
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 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
September 30, 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
Office(s)
Held
Patricia
Waite
46
Chief
Executive Officer, Chief Financial Officer, and
Director
Set
forth
below is a brief description of the background and business experience of our
current executive officer and director.
Patricia
Waite
Mr.
Waite
was appointed as our Chief Executive Officer, Chief Financial Officer, and
a
member of our board of directors in February 2005 Ms. Waite has an extensive
background in sales and marketing. From 1986 to the present, Ms. Waite has
been
in retail sales in the pottery industry, wine industry and home
remedies.
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.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders, until they resign 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 significant employees other than our sole officer.
11
Audit
Committee
The
entire board of directors is acting as our audit committee. We do not have
a
separately-designated standing 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 September30, 2005:
Name
and principal position
Number
of
late
reports
Transactions
not
timely
reported
Known
failures to
file
a required form
Patricia
Waite
CEO,
CFO, and Director
0
0
0
Code
of Ethics
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.
The
following table sets forth the compensation paid to the Chief Executive Officer
and other Executive Officers and key persons in total annual salary and bonus,
for all services rendered in all capacities to the company, for the fiscal
years
ended September 30 2005 and 2004:
Summary
Compensation Table
Long Term Compensation
Annual Compensation
Awards
Payout
Name & Principal Position
Year
Salary
($)
Bonus
($)
Other Annual
Compensation
($)
Restricted Stock
Award
($)
Securities
Underlying
Options/SAR
(#)
LTIP
Payouts
($)
All Other
Compensation
($)
Patricia
Waite,
Former Director
2004
2005
Nil Nil
-
-
-
-
-
-
-
-
-
-
-
-
Stock
Options/SAR Grants
There
were no grants of stock options or stock appreciation rights made during the
fiscal year ended September 30, 2005 to our executive officers and directors.
There were a total of 0 stock options outstanding as at September 30, 2005.
12
Long-Term
Incentive Plans
There
are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers, except that our directors and
executive officers may receive stock options at the discretion of our board
of
directors. We do not have any material bonus or profit sharing plans pursuant
to
which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.
We
have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event
of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.
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 March 15, 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.
Title
of class
Name
and address of beneficial owner
Amount
of beneficial ownership
Percent
of class
Common
Patricia
Waite
1350
East Flamingo Road, Suite 688
Las
Vegas, Nevada 89119V6B 5C6
0
0%
Total
of all directors and executive officers
0
0%
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.
13
Item
12:Certain
Relationships and Related Transactions
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 a review of the financial statements included in our quarterly
reports on Form 10-qand the audit of our annual consolidated financial
statements for the fiscal years ended September 30, 2005 and 2004 were
$13,000.00 and approximately $9,500.00 respectively.
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 September 30, 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
year ended September 30, 2005 was $0.
14
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.