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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/16/09 Calpian, Inc. 10-K/A 12/31/08 5:217K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 153K 2: EX-31.1 Section 302 CEO Certification HTML 13K 3: EX-31.2 Section 302 CFO Certification HTML 13K 4: EX-32.1 Section 906 CEO Certification HTML 8K 5: EX-32.2 Section 906 CFO Certification HTML 8K
| Form 10-K/A |
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NUMBER ONE)
(Mark One)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2008
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.: 333-146781
TOYZAP.COM, INC.
(Name of small business issuer in its Charter)
| Texas | 20-8592825 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
4800 Beldon Trail, Colleyville, TX 76034
(Address of principal executive offices)
Issuer’s telephone number: (817) 507-5801
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $.001
Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes x No ¨
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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-K or any amendment to this Form 10-KSB. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | x | |||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The issuer had no revenues for its most recent fiscal year. The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 25, 2008 is $150,000 (computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity). For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates. The number of shares outstanding of the Registrant’s common stock as of March 25, 2008 was 10,000,000.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes ¨ No x
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
EXPLANATORY NOTE
This Form 10-K/A (Amendment No. 1) to our Annual Report on Form 10-K for the year ended December 31, 2008 is being filed for the purpose of responding to comments received by us from the Staff of the Securities and Exchange Commission (“SEC”) with respect to our former auditor, Moore & Associates, Chartered.
On August 13, 2008, we reported on Form 8-K that we engaged the accounting firm of Rosenberg Rich Baker Berman and Company, CPAs as our new independent registered public accounting firm replacing Moore & Associates, Chartered. On March 26, 2009, we filed a report on Form 10-K that included financial information that was audited by Moore & Associates, Chartered, our prior independent registered public accounting firm.
On August 27, 2009, the PCAOB issued PCAOB Release No. 105-2009-006 revoking the registration of Moore & Associates, Chartered and barring Michael J. Moore, CPA, from being an associated person of a registered public accounting firm. The PCAOB imposed these sanctions on the basis of its findings concerning the alleged violations of Moore & Associates, Chartered and Michael J. Moore of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and noncooperation with a Board investigation. A copy of the PCAOB Release can be accessed at the PCAOB website at http:www.pcaobus.org.
As a result of the above action, we may not include the audit reports or consents of Moore & Associates, Chartered in any filings. Therefore, we engaged our current auditor to conduct at audit since inception through December 31, 2007. This Form 10-K/A (Amendment No. 1) contains only the Financial Statements and accompanying Notes to Financial Statements. All other information in our Form 10-K filed with the SEC on March 26, 2009 remains unchanged.
This Amendment speaks as of the original filing date of our Annual Report on Form 10-K and has not been updated to reflect events occurring subsequent to the original filing date.
INTRODUCTORY COMMENT
Throughout this Annual Report on Form 10K (the “Report”), the terms “we,” “us,” “our,” “Toyzap,” or “our Company” refers to Toyzap.com, Inc., a Texas corporation.
- 2 -
| ITEM 15. | EXHIBITS. |
| Exhibit |
Date |
Description | ||
| 3.1 | March 21, 2003 | Articles of Incorporation (1) | ||
| 3.2 | n/a | Bylaws (1) | ||
| 4.1 | n/a | Specimen Stock Certificate for Common Stock (1) | ||
| 21.1 | March 26, 2009 | List of Subsidiaries(3) | ||
| 31.1 | November 16, 2009 | Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14a* | ||
| 31.2 | November 16, 2009 | Certification of Principal Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14a* | ||
| 32.1 | November 16, 2009 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350* | ||
| 32.2 | November 16, 2009 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350* | ||
| 99.1 | n/a | Form of subscription agreement for common stock. (2) | ||
| (1) | Filed as an exhibit to Form SB-2 filed with the SEC on October 18, 2007. |
| (2) | Filed as an exhibit to Form SB-2/A filed with the SEC on May 5, 2006. |
| (3) | Filed as an exhibit to Form 10-K filed with the SEC on March 26, 2009. |
| * | Filed herewith. |
- 3 -
| Page | ||
| F-1 | ||
| F-2 | ||
| Consolidated Statements of Operations for the years ended December 31, 2008 and 2007 |
F-3 | |
| Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2008 and 2007 |
F-4 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007 |
F-5 | |
| Notes to Consolidated Financial Statements |
F-6 – F-12 | |
- 5 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Toyzap.com, Inc.
We have audited the accompanying balance sheets of Toyzap.com, Inc. as of December 31, 2008 and 2007 and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and for the period from inception (May 30, 2006) to December 31, 2008. Toyzap.com, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Toyzap.com, Inc. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company is a start-up, has suffered recurring losses from operations and expects to incur continued losses that raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note A. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Rosenberg Rich Baker Berman & Company
Somerset, New Jersey
F-1
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| December 31, 2008 |
December 31, 2007 |
|||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash |
$ | 130,298 | $ | 10,332 | ||||
| Total current assets |
130,298 | 10,332 | ||||||
| Total assets |
$ | 130,298 | $ | 10,332 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current Liabilities: |
||||||||
| Stockholder advances |
$ | 27,100 | $ | 15,100 | ||||
| Accounts payable |
11,522 | — | ||||||
| Other current liabilities |
330 | — | ||||||
| Total current liabilities |
38,952 | 15,100 | ||||||
| Commitments and Contingencies |
— | — | ||||||
| Stockholders’ Equity: |
||||||||
| Preferred stock - par value $0.001; 1,000,000 shares authorized; no shares issued and outstanding |
— | — | ||||||
| Common stock - par value $0.001; 20,000,000 shares authorized; 10,000,000 and 8,000,000 shares issued and outstanding at December 31, 2008 and 2007 respectively |
10,000 | 8,000 | ||||||
| Additional paid-in capital |
147,795 | 100 | ||||||
| Deficit accumulated during development stage |
(66,449 | ) | (12,868 | ) | ||||
| Total stockholders’ equity |
91,346 | (4,768 | ) | |||||
| Total liabilities and stockholders’ equity |
$ | 130,298 | $ | 10,332 | ||||
The accompanying footnotes are an integral part of these financial statements.
F-2
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR YEARS ENDED DECEMBER 31, 2008 AND 2007 AND
FOR THE PERIOD FROM MAY 30, 2006 (INCEPTION) THROUGH DECEMBER 31, 2008
| Years Ended December 31, |
From Inception through December 31, 2008 |
|||||||||||
| 2008 | 2007 | |||||||||||
| Revenues, net |
$ | — | $ | — | $ | — | ||||||
| Cost of revenues |
— | — | — | |||||||||
| Gross profit |
— | — | — | |||||||||
| Operating expenses: |
||||||||||||
| General and administrative |
53,581 | 4,868 | 66,449 | |||||||||
| Total operating expenses |
53,581 | 4,868 | 66,449 | |||||||||
| Loss before taxes |
(53,581 | ) | (4,868 | ) | (66,449 | ) | ||||||
| Provision for income taxes |
— | — | — | |||||||||
| Net loss |
$ | (53,581 | ) | $ | (4,868 | ) | $ | (66,449 | ) | |||
| Loss per share, basic and diluted |
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
| Weighted average number of shares outstanding |
8,300,546 | 8,000,000 | ||||||||||
The accompanying footnotes are an integral part of these financial statements.
F-3
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR PERIOD FROM MAY 30, 2006 (INCEPTION) THROUGH DECEMBER 31, 2008
| Common Stock | Additional Paid In Capital |
Accumulated Deficit |
Total | |||||||||||||
| Shares | Amount | |||||||||||||||
| Balance, May 30, 2006 (inception) |
— | $ | — | $ | — | $ | — | $ | — | |||||||
| Shares issued for services |
8,000,000 | 8,000 | — | — | 8,000 | |||||||||||
| Net loss |
— | — | — | (8,000 | ) | (8,000 | ) | |||||||||
| Balance, December 31, 2006 |
8,000,000 | 8,000 | — | (8,000 | ) | — | ||||||||||
| Contributed capital |
— | — | 100 | — | 100 | |||||||||||
| Net loss |
— | — | — | (4,868 | ) | (4,868 | ) | |||||||||
| Balance, December 31, 2007 |
8,000,000 | 8,000 | 100 | (12,868 | ) | (4,768 | ) | |||||||||
| Shares issued in private placement |
2,000,000 | 2,000 | 147,695 | — | 149,695 | |||||||||||
| Net loss |
— | — | — | (53,581 | ) | (53,581 | ) | |||||||||
| Balance, December 31, 2008 |
10,000,000 | $ | 10,000 | $ | 147,795 | $ | (66,449 | ) | $ | 91,346 | ||||||
The accompanying footnotes are an integral part of these financial statements.
F-4
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND
FOR THE PERIOD FROM MAY 30, 2006 (INCEPTION) THROUGH DECEMBER 31, 2008
| Years Ended December 31, |
From Inception through December 31, 2008 |
|||||||||||
| 2008 | 2007 | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
| Net loss |
$ | (53,581 | ) | $ | (4,868 | ) | $ | (66,449 | ) | |||
| Adjustments to reconcile net loss to net cash flows from operating activities: |
||||||||||||
| Stock issued for services |
— | — | 8,000 | |||||||||
| Increase in accounts payable |
11,522 | — | — | |||||||||
| Increase in other current liabilities |
330 | — | 330 | |||||||||
| Net cash flows used in operating activities |
(41,729 | ) | (4,868 | ) | (58,119 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
| Proceeds from sale of common stock |
149,695 | — | 149,695 | |||||||||
| Stockholder advances |
12,000 | 15,100 | 27,100 | |||||||||
| Contributed capital |
— | 100 | 100 | |||||||||
| Net cash flows provided by financing activities |
161,695 | 15,200 | 176,895 | |||||||||
| Increase in cash |
119,966 | 10,332 | 118,776 | |||||||||
| Cash, beginning of period |
10,332 | — | — | |||||||||
| Cash, end of period |
$ | 130,298 | $ | 10,332 | $ | 118,776 | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||
| Interest paid |
$ | — | $ | — | $ | — | ||||||
| Income taxes paid |
$ | — | $ | — | $ | — | ||||||
The accompanying footnotes are an integral part of these financial statements.
F-5
NOTES TO FINANCIAL STATEMENTS
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Toyzap.com, Inc. (“Toyzap” or the “Company”) was formed in Texas on May 30, 2006 for the purpose of engaging in the business of Internet toy sales. The Company is a development stage company. The Company intends to market and sell plush and collectible toys to retail customers over the Internet on its website, www.toyzap.com.
Development Stage Activities
The Company is presently in the development stage with no significant revenues from operations. Accordingly, all of the Company’s operating results and cash flows reporting in the accompanying financial statements are considered to be those related to development stage activities and represent the ‘cumulative from inception’ amounts from its development stage activities reported pursuant to Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises.
Basis of presentation and going concern uncertainty
The Company has been a development stage company and has incurred net operating losses of $66,449 since inception (May 30, 2006). The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. Due to the start-up nature of the Company’s business, the Company expects to incur losses as it expands. To date, the Company’s cash flow requirements have been primarily met by debt and equity financings. The Company has raised additional funds through a private equity investment in order to begin its business operations, but there is no assurance that such additional funds will be available for the Company to finance its operations should the Company be unable to realize profitable operations. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.
Cash and Cash Equivalents
For purposes of the Statements of Cash Flows, the Company considers amounts held by financial institutions and short-term investments with an original maturity of 90 days or less to be cash and cash equivalents. The Company periodically deposits cash with financial institutions in excess of the maximum federal insurance limits (FDIC) of $250,000 per bank.
Accounts Receivable
Accounts receivable are customer obligations due under normal trade terms. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. At December 31, 2008 and 2007, the Company did not have any accounts receivable.
F-6
TOYZAP.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2008 and 2007, the Company did not have any long-lived assets.
Fair Value of Financial Instruments
In accordance with the reporting requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts receivable and accounts payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2008 and 2007, the Company did not have any other financial instruments.
Revenue Recognition
The Company recognizes revenue when products are fully delivered and collection is reasonably assured.
Stock Based Compensation
For the years ended of December 31, 2008 and 2007, the Company has not issued any share-based payments to its employees.
The Company follows the requirements of SFAS 123(R), Share Based Payments with regard to stock-based compensation issued to employees. The Company has various employment agreements and consulting arrangements that call for stock to be awarded to the employees and consultants at various times as compensation and periodic bonuses. The expense for this stock based compensation is equal to the fair value of the stock that was determined by using the closing trading price on the day the stock was awarded multiplied by the number of shares awarded.
Earnings Per Share
The Company calculates earnings per share (“EPS”) in accordance with SFAS No. 128, “Earnings Per Share”, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist of stock options, non-vested shares (restricted stock) and warrants. At December 31, 2008 and 2007, there were no potential common shares that would have an anti-dilutive effect.
F-7
TOYZAP.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Shipping and Handling Costs
The Company expenses all shipping and handling costs as incurred. These costs are included in operating expense.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2008.
Comprehensive Income
The Company has no component of other comprehensive income. Accordingly, net income equals comprehensive income for the period ended December 31, 2008.
Income Taxes
Income taxes are provided for the tax effect of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences for financial and income tax reporting related to net operating losses that are available to offset future federal and state income taxes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
Use of Estimates
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions
F-8
TOYZAP.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently Issued and Newly Adopted Accounting Pronouncements
In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, (“SFAS 161”). SFAS 161 enhances the disclosure requirements for an entity’s derivative instruments and hedging activities. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Since SFAS 161 requires additional disclosures concerning derivatives and hedging activities, the adoption of SFAS 161 will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) assets acquired and liabilities assumed in the transaction; establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS 141R will not have a material impact on the Company’s financial condition, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”). SFAS 160 states that a noncontrolling interest, sometimes called a minority interest, in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, but separate from stockholders’ equity, in the consolidated financial statements. Currently, companies report noncontrolling interests as a liability or in the mezzanine section between liabilities and equity. Accordingly, prior to the adoption of SFAS 160 on January 1, 2009, the Company will continue to reflect noncontrolling interest in the mezzanine section between liabilities and equity. Following the adoption of SFAS 160, the Company will retroactively reflect noncontrolling interest as equity. SFAS 160 will also change the way a noncontrolling interest is presented in the consolidated statement of operations, by requiring that consolidated net income include amounts attributable to both the parent and the noncontrolling interest. SFAS 160 also requires disclosure on the face of the statement of operations of those amounts of consolidated net income attributable to both parent and noncontrolling interest. Prior to the adoption of SFAS 160, noncontrolling interest will continue to be reported as a deduction in arriving at consolidated net income. The adoption of SFAS 160 will change the presentation of noncontrolling interest in the Company’s balance sheet and statement of operations, and will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities- Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. The adoption of SFAS 159 on January 1, 2008 did not have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.
F-9
TOYZAP.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE B – RELATED PARTIES
Mr. Dean, Chief Executive Officer has advanced funds to the Company for legal, audit, filing fees, general office administration, and cash needs. As of December 31, 2008 and 2007, Mr. Dean had advanced $27,100 and $15,100 respectively. Mr. Dean will be repaid if and when ToyZap.com has a positive cash flow. There is no due date for the repayment of funds advanced by Mr. Dean. The obligation to Mr. Dean does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Dean or the repayment of the funds to Mr. Dean.
Our executive, administrative and operating offices are located at Mr. Dean’s home residence. Mr. Dean provides space for the company’s operations free of charge. There is no written agreement evidencing this arrangement.
For legal services rendered during 2008, we owe $9,462 to a company owned by a shareholder, which is included in accounts payable in the accompanying financial statements.
NOTE C – CAPITAL STOCK
Common Stock
At December 31, 2008, the Company had 20,000,000 shares of common stock, par value $0.001 per share, authorized (“Common Stock”) and 10,000,000 shares of Common Stock issued and outstanding. Holders of Common Stock are entitled to one vote per share and are to receive dividends or other distributions when and if declared by the Director. Our Common Stock began trading on the Over-the-Counter Bulletin Board on March 4, 2009 under the trading symbol “TOYZ.”
Registration of an offering of our common shares became effective on May 7, 2008 under which we offered 2,000,000 shares of our common stock at a price of $0.075 per share on a self-underwritten basis (the “Offering”). The shares were offered and sold by the Company through the efforts of Lance Dean, our sole officer, director, employee and major shareholder. The Company closed the Offering on November 17, 2008 when it broke escrow after fully subscribing the Offering by selling 2,000,000 shares for $150,000. Mr. Dean did not purchase shares in this Offering. The Company believes that the funds received from the Offering will satisfy its cash requirements over the next twelve-month period.
None of our Common Stock is subject to outstanding options or rights to purchase, nor do we have any securities that are convertible into our Common Stock. We have not agreed to register any of our stock for anyone, nor do we presently have in effect employee stock options or benefits plans that would involve the issuing of additional shares of our Common Stock.
Preferred Stock
At December 31, 2008, the Company had 1,000,000 shares of preferred stock, par value $0.001 per share, authorized (“Preferred Stock”) which can be designated in series as desired by the Director, and no shares of Preferred Stock issued and outstanding.
F-10
TOYZAP.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE C – CAPITAL STOCK (continued)
Preferred Stock (continued)\
The preferred stock may be created and issued in one or more series and with such designations, rights, preferences and restrictions as shall be stated and expressed in the resolution(s) providing for the creation and issuance of such preferred stock. If preferred stock is issued and we are subsequently liquidated or dissolved, the preferred shareholders would have preferential rights to receive a liquidating distribution for their shares prior to any distribution to common shareholders.
Warrant to Purchase Common Stock
At December 31, 2008, the Company had not issued any warrants to purchase Common Stock of the Company.
Stock Options
At December 31, 2008, the Company had not approved any stock equity plan and there were no outstanding stock options to purchase Common Stock of the Company.
NOTE D – INCOME TAXES
The components of the provision (benefit) for income taxes are as follows:
| Twelve Months Ended December 31, |
||||||||
| 2008 | 2007 | |||||||
| CURRENT |
||||||||
| Federal |
$ | -0- | $ | -0- | ||||
| State |
-0- | -0- | ||||||
| Total current tax provision |
-0- | -0- | ||||||
| DEFERRED |
||||||||
| Federal |
-0- | -0- | ||||||
| State |
-0- | -0- | ||||||
| Total deferred tax benefit |
-0- | -0- | ||||||
| Total tax provision (benefit) |
$ | -0- | $ | -0- | ||||
| Temporary differences: |
||||||||
| Deferred Tax Assets: |
||||||||
| Net operating loss carry-forward |
$ | (18,753 | ) | $ | (4,504 | ) | ||
| Less: valuation allowance |
18,753 | 4,504 | ||||||
| Deferred tax assets |
-0- | -0- | ||||||
| Deferred tax liabilities |
-0- | -0- | ||||||
| Net deferred tax asset |
$ | -0- | $ | -0- | ||||
F-11
TOYZAP.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE D – INCOME TAXES (continued)
The Company had federal and state net operating tax loss carry-forward of approximately $66,000 as of December 31, 2008. The tax loss carry-forwards are available to offset future taxable income with the federal and state carry-forwards beginning to expire in 2027.
In 2008, net deferred tax assets increased by $18,753 primarily due to additional loss carry-forwards in 2008. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The combined deferred tax assets represent the amounts expected to be realized before expiration.
The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, the Company concluded that it is more likely than not that its net deferred tax assets will ultimately be recovered and, accordingly, no valuation allowance was recorded as of December 31, 2008.
The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 35% is as follows:
| Twelve Months Ended December 31, |
||||||||
| 2008 | 2007 | |||||||
| Expected income tax benefit (loss) at statutory rate of 35% |
$ | (18,753 | ) | $ | (4,504 | ) | ||
| State and local tax benefit, net of federal |
-0- | -0- | ||||||
| Change in valuation account |
18,753 | 4,504 | ||||||
| Income tax expense (benefit) |
$ | -0- | $ | -0- | ||||
NOTE E – COMMITMENTS AND CONTINGENCIES
Mr. Dean developed the concepts behind the first line of six characters we intend to offer for sale. Mr. Dean assigned any intellectual property rights that he may have had in that line of characters to us. For future lines of characters, we will be dependent on concepts and other intellectual property developed by Mr. Dean and assigned by him to the Company. However, Mr. Dean is not under contractual obligation to the Company to continue to develop new lines of characters nor is he under any contractual obligations to assign his intellectual property rights in any new lines of characters he develops to us. We do not intend to use any person other than Mr. Dean as a source of concepts for new lines of characters for our website.
F-12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Title |
Name |
Date |
Signature | |||
| Principal Executive Officer | Lance Dean | November 16, 2009 | /s/ Lance Dean | |||
| Principal Financial Officer | Lance Dean | November 16, 2009 | /s/ Lance Dean | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| By: | /S/ LANCE DEAN |
Chief Executive Officer and Director | November 16, 2009 | |||
| Lance Dean | ||||||
| By: | /S/ LANCE DEAN |
Chief Financial Officer | November 16, 2009 | |||
| Lance Dean | ||||||
- 4 -
| This ‘10-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/16/09 | |||
| 11/3/09 | ||||
| 8/27/09 | ||||
| 3/26/09 | 10-K | |||
| 3/4/09 | ||||
| 1/1/09 | ||||
| For Period End: | 12/31/08 | 10-K | ||
| 12/15/08 | ||||
| 11/17/08 | ||||
| 11/15/08 | ||||
| 8/13/08 | 8-K | |||
| 5/7/08 | ||||
| 3/25/08 | ||||
| 1/1/08 | ||||
| 12/31/07 | ||||
| 10/18/07 | SB-2 | |||
| 12/31/06 | ||||
| 5/30/06 | ||||
| 5/5/06 | ||||
| 3/21/03 | ||||
| List all Filings | ||||