UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K[X](Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedMarch 31,20092011
[ ] TRANSITION REPORTPURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________[ ] to___________[ ]
Commission file number333-144509BOSCO HOLDINGS, INC. (Exact
CADUCEUS SOFTWARE SYSTEMS CORP.
(Exact name of registrant as specified in its charter)Nevada 98-0534794 (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) 26 Utkina Street, Suite 10, Irkutsk, Russia 664007 (Address of principal executive offices) (Zip Code) 7-3952-681-878 (Registrant's
| Nevada | 98-0534794 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 42A High Street, Sutton Coldfield, West Midlands, United Kingdom | B72 1UJ |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code)
code:+44 0121 695 9585
Securities registered pursuant to Section 12(b) of the Act: None
| Title of Each Class | Name of Each Exchange On Which Registered |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: None
N/A
(Title of class)
Indicate by check mark whetherif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [
Yes[ ] No [X]
No[X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [Act
Yes[ ] No [X]
No[X]
Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant aswas required to file such reports), and (2) has been subject to such filing requirements for the pastlast 90 days. Yes [X] No [
Yes[ ] No[X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. (§229.405 of this chapter) is not contained herein, and will not 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-K. Yes
[ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definition of "accelerated“large accelerated filer,” “accelerated filer” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
| 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 [.
Yes[ ] No [X]
As of September 30, 2008, which was the last business day of the registrant's
most recent second fiscal quarter, theNo[X]
The aggregate market value of the
registrant's Common Stock held by non-affiliates of the registrantRegistrant on September 30, 2010 was $11,200,000US$17,920,000 based on a US$0.20 average bid and asked price of such common equity, as of the last closing pricebusiness day of $1.00 per share on September 18,
2008.
Numberthe registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common shares outstanding at June 23, 2009: 26,200,000
275,800,000 as of July 8, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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PART I
Item 1. Description of Business 3
Item 1A. Risk Factors 7
Item 1B. Unresolved Staff Comments 8
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis or Results of
Operations 9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 12
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 24
Item 9A(T). Controls and Procedures 24
Item 9B. Other Information 25
PART III
Item 10. Directors, Executive Officers, Promoters and Control 25
Persons; Compliance with Section 16(a) of the Exchange
Act 28
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 29
Item 13. Certain Relationships, Related Transactions and Director
Independence 29
Item 14. Principal Accountant Fees and Services 30
PART IV
Item 15. Exhibits and Financial Statement Schedules 30
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may"“may”, "will"“should”, "should"“expects”, "expects"“plans”, "plans"“anticipates”, "anticipates"“believes”, "believes"“estimates”, "estimates"“predicts”, "predicts", "potential"“potential” or "continue"“continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry'sindustry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws,law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annualcurrent report and unless otherwise indicated, the terms "we", "us", "our", "the Company", and "Bosco""our company" mean Bosco Holdings, Inc.Caduceus Software Systems Corp., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
OVERVIEW
stated.
General Overview
We were incorporated as a Nevada company on December 13, 2006. On March 1, 2011 we changed our name from Bosco Holdings Inc., to Caduceus Software Systems Corp., and increased our authorized capital to 400,000,000 shares of common stock. As of March 3, 2011 we also undertook a forward split of our issued and outstanding shares on a basis of 1 old for 8 new. We aremaintain our business offices at 42a High Street, Sutton Coldfield, West Midlands, United Kingdom, and our telephone number is +44-0121-695-9585.
Previous Business
Until June 9, 2011, we were engaged in the business of marketing and distributing laminate flooring in both the mass wholesale and retail markets throughout North America. As of the date of this
Annual Report, we have not commenced business operations other than the
execution ofWe entered into a marketing and sales distribution agreement with our supplier, Bossco-Laminate Co., Ltd., a private Russian company. See " - Material
Agreements".However, we were not able to find sufficient investment in order to expand our business and our management was forced to change our business focus.
Current Business
On June 9, 2011 we entered into and closed a licensing agreement with Sygnit Corporation for the exclusive license to software optimized for use in medical the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. We are now a medical software company that offers a suite of medical management applications, collectively named Caduceus MMS, that focus on an alternative to traditional patient administration systems: reducing the time and expense involved in managing appointment scheduling; providing practitioners with a comprehensive set of resource, prescription, and contraindication libraries, and; a sophisticated architecture designed to minimize the billing submission time while maximizing the successful reimbursements to the clinic.
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Products and Services
Through the license agreement with Sygnit, we are able to provide a suite of software to medical professionals. Our sharessoftware offerings are designed in stages so that each component and phase carefully addresses both the practitioner’s administrative and level-of-service requirements. Unlike most EHR (Electronic Health Recording) or EMB (Electronic Medical Billing) systems that handle either billing or scheduling, Caduceus MMS is equipped to manage an entire practice. In order to remain streamlined Caduceus MMS is structured as a set of common stock tradeclosely interrelated service units, scalable modules, and upgradeable libraries.
We expect that Caduceus MMS will primarily be installed and used in a clinical or office environment, thus it was primarily designed to be implemented in a local network on standard Windows-based computer systems. In this configuration, the software requires almost no additional hardware outlay; it can be installed and used almost immediately. With the addition of server and imaging modules, Caduceus MMS can be adapted to take advantage of more equipment. This premise gives the client a shallow investment curve to overcome, rather than being forced to pay tens to hundreds of thousands to prepare the typical complex EHR.
Caduceus MMS Accounting Records Screenshot
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Caduceus MMS Patient Billing Screenshot
The service units of the Caduceus MMS, such as the highly predictive ‘Recall and Reminder’ service, perform specific universal tasks giving the software adaptive intelligence. The Recall and Reminder service continuously monitors the status of appointments, remittance deadlines, overdue accounts, claims remitting, and follow-ups. Building Caduceus MMS with many dedicated processing units greatly improves its adaptability and automation when compared to competing EHRs that rely on a complex system core.
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Caduceus MMS Appointment Scheduler Screenshot
Given the above, each installation of Caduceus MMS can be configured with anywhere from the most minimal set of modules to a full complement of features depending on the Over-the-Counter Bulletin Board underrequirements, budget, and hardware layout of the symbol "BCHO.OB".
CHANGE IN CORPORATE NAME
On February 21,target client. Modules like the Human Anatomical Mapping Tool, Imaging Module, or Document Editor or Prescription Writer can be added, as the clinic’s needs change. Additionally, some modules will also introduce new service units, which in turn expand the usefulness of the software system. Some of the more common modules that the software will come equipped with are as follows:
Human Anatomical Mapping Tool
The Human Anatomical Mapping Tool is a graphical image of the human body. This tool allows the doctor to visually mark on the human body symptoms and ailments of the patient, and put notes on that specific area. It is a lot easier to use than writing notes about ailments without a visual picture. It aims to allow the doctor to quickly see and remember where the ailment is and it can track the progression of treatment for that precise part of the body.
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Caduceus MMS Anatomical Mapping Module Screenshot
Imaging Module
The imaging module is an add-on (an extra component that is separate from the core software) to save and store scanned images and associate them to the patient. X-rays and medical images can be scanned digitally at clinics. (Most clinics are equipped with specialized scanners for x-rays.) It is saved in a digital file. The imaging module will allow it to store the image in a secure manner into the database.
This module has been created but is not fully tested. It will need to be tested for various images and image sizes to see if the software's database can handle them.
Document Editor or Prescription Writer
These modules allow the doctor to write down official documents that are requested by the patient or to issue doctor referrals or for formal correspondence. The prescription writer is a module that allows the doctor to write prescriptions with the doctor letter head, and replaces the need for doctors to carry prescription notepads as the official way to write-up prescriptions
Without the ability to install modules Caduceus MMS would offer the client limited scope, become cumbersome and too large to navigate effectively if it were to be developed past its initial scope, and be virtually impossible to stage to grow with a growing practice.
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Many libraries within the Caduceus MMS such as codes, treatments, localization resources, contraindications, regulatory protocols, reports, and facilities are continuously updated, thus allowing the client to stay up-to-date. Caduceus MMS is supplied to the customer with over 650 diagnostic explanatory codes, almost 5000 treatments (virtually covering all medical treatments known today), more than 6100 ICD-9 and ICD-10 diagnostic codes, and it understands over 80 parts of the body. These numbers are not for bragging, but do exceed the resources provided by Caduceus’ closest competitors. A comprehensive set of libraries translates into an application than can immediately manage different medical situations quickly.
Other libraries can be built by the consumer over time. An example is the Insurance Module, which has no restrictions on the data input which can be included by the consumer, and can therefore record a variety of insurance providers.
We anticipate undertaking further development into mobile device interfaces, Linux operating system support, biometrics and additional modules.
Market, Customers and Distribution Methods
We believe that we will market our software product in the following four areas of the healthcare industry:
In 2007, US healthcare expenditures accounted more than $2.26 trillion or $7,439 per person. Given this figure, the US had the third highest healthcare expenditure per capita, and except for East Timor, spent more than any other nation-state on earth.
Our management believes that given the general outlook towards reform of the medical system, American healthcare providers and consumers are interested in reducing the costs of healthcare without compromising service.
The Congressional Budget Office has pointed out that, "about half of all growth in health care spending in the past several decades was associated with changes in medical care made possible by advances in technology." Although currently prepared for use in Canada, the software can be easily expanded to any region or jurisdiction in Canada, the United States, United Kingdom, Australia, and the Caribbean. With the implementation of future language libraries, it can be offered in French, Spanish, German, Italian, Japanese or Chinese.
The Bureau of Labor Statistics in the United States estimated that in 2008 there were approximately 661,400 practicing physicians, and projected that number to increase to 805,500 by 2018. Since Caduceus MMS was constructed to accommodate 47 of the 49 recognized medical specialties (excluding surgical specialties), it is well poised to work with most of the industry. We anticipate that we will begin selling our Boardsoftware to 0.5% of Directors authorizedthe active market, or about 3,307 physicians. Furthermore, because Caduceus MMS can be made to operate in any jurisdiction, this target market covers all geographic regions in the United States, all ages, both sexes and approvedin both public and private settings.
We anticipate that we will distribute our software largely through online sources. Software used to be sold off-the-shelf from software vendors. The current model is via the Internet, where customers buy the software by paying for it online or by calling into a changepayment centre, and the software is distributed by online download. For certain cases where the software requirements setup, depending on the licensing and support levels purchased, if pricing permits, the distribution, or rather installation of the software may be done onsite at the premises of the customers’ offices.
Competition
We have various competitors in our corporate name from Bosco Flooring, Inc. to Bosco Holdings, Inc. . The
objectivemarket. Some of the proposed changecompetitors are large software providers who can supply software which is able to be used, though not tailored for, the medical services industry, and some have specialized medical software.
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Competitors in the appointment and booking, scheduling space are Maximizer, Microsoft Windows and Office & Outlook. Competitors for the Electronic Medical Billing include ClinCare, and EZClaim. Competitors for the Electronic Health Records include AdvancedMD, QHR, and PowerMed.
Our largest potential competition will come from EMR vendors currently operating in the industry. However, most EMR vendors have chosen to develop their applications concentrating on either billing or scheduling. Caduceus MMS includes structures that handle billing, remitting, diagnosing, patient recording, scheduling, expense and accounting ledger, an insurance provider database, direct medical agency server connection, as well as predictive logic. Our most notable potential competitors are QHR Software Inc.’s Optimed and Accuro systems and Clinic Essentials.
Many of the software companies with which we compete for financing and consumers have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on developing their software systems. This advantage could enable our corporate name which wascompetitors to develop a more accurately reflectcompetitive, more attractive software system. Such competition could adversely impact our proposed business activities. We believed that a name
change would better communicateability to attain the financing necessary for us to further develop, market and distribute our software.
In the face of competition, we may not be successful in developing, marketing and distributing our software. Despite this, we hope to compete successfully in the software industry by:
keeping our development costs low;
Focusing on the competitive advantages of our product;
Efficiently marking to our core customer base; and
using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.
Competitive Advantages
Caduceus MMS is supplied to the public our proposedcustomer with over 650 diagnostic explanatory codes, almost 5000 treatments (virtually covering all medical treatments known today), more than 6100 ICD-9 and future natureICD-10 diagnostic codes, and it understands over 80 parts of business operations. After obtaining the requisite shareholder approval,body. These figures provide the name change was effectedCaduceus MMS suite a competitive advantage over any other software system currently on March 27, 2008.
FORWARD STOCK SPLIT
On February 21, 2008, our Boardthe market.
Caduceus MMS is the only mainline EMR system that is designed for three-dimensional adaptability: vertically through the use of Directors authorizedpowerful, predictive services such as the Recall and approved a forward
stock on a five for one basisReminder, Code Control, or Claims Remittances services; horizontally by way of its coverage of almost all of our total issuedspecialties, and; laterally in its complete scalability via modules and outstanding shares
of common stock. Each of our shareholders holding one share of common stock was
entitledlocalization libraries. Fundamentally, its core is relatively small compared to receive an additional four shares of common stock. The additional
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shares of our common stock were issued tocompeting systems, but when measured with its many features and capabilities can rival even the shareholders in accordance with
the Forward Stock Split on approximately April 15, 2008 without any action onmost hardened application.
Caduceus MMS’ interface – the part of the shareholders.
The Forward Stock Split was effectuated based onsoftware that will interact directly with the user, whether receptionist or doctor – has been designed to employ a shallow learning curve by using cleanly arranged screens. Most competitors present data in cluttered screens, leading to user fatigue and inevitably data entry errors.
In order to gain access to the widest possible market, conditions and uponwe have kept the initial cost of ownership low by ensuring that Caduceus MMS can be implemented into specifically simple network environments.
Most importantly, rather than concentrating Caduceus MMS in either the back office as an administrative tool, or reception area, it is capable of running an entire clinic from front to back.
Intellectual Property
Sygnit Inc. owns a determination by our Board of Directors thatcopyright to the Forward Stock Split was in our
best interests and of the shareholders. In our judgment the Forward Stock Split
resulted in an increase in our trading float of shares of common stock availableCaduceus MMS software which we license from them. We have not filed for sale resulting in facilitation of investor liquidity and trading volume
potential. The intent of the Forward Stock Split was to increase the
marketabilityany protection of our common stock.
The Forward Stock Split was effectuated withtrademark, and we do not have any other intellectual property other than a record datecopyright to the contents of February 21, 2008
upon filingour website: www.caduceusmms.com.
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Research and Development
We did not incur any research and development expenses during the appropriate documentation with NASDAQ. The Forward Stock Split
was implemented taking into accountperiod from December 13, 2006 (inception) to our authorized share capitalmost recent fiscal year ended March 31, 2011. We anticipate that we will spend $20,000 on research and number of
issued and outstanding shares of common stock as ofdevelopment during the Record Date. Total
issued and outstanding shares of common stock increased from 5,240,000 shares to
26,200,000 shares. The par value for our shares of common stock remained the
same at $0.001.
CURRENT BUSINESS OPERATIONS
next 12 months.
Government Regulation
We are engaged in the business of marketingnot currently subject to direct federal, state or local regulation and distributing laminate flooring
in both the mass wholesale and retail markets throughout North America. Laminate
flooring is a relatively new building material product invented in Sweden in the
early 1980's. Management believes that laminate flooring now comprises
approximately 10% market share of the flooring product market, which is
expanding due to the product's durability and ecological compatibility.
Laminate flooring is a versatile, durable, attractive flooring with the
appearance of a hardwood floor. Although laminate flooring looks like wood
flooring, there is actually no solid wood used in its construction. Laminate
floors are made up of several materials bonded together under high pressure.
Most laminate flooring consists of a moisture resistant layer under a layer of
HDF (high density fiberboard). This is covered with a high-resolution
photographic image of natural wood flooring. It is then finished with an
extremely hard, clear coating made from special resin-coated cellulose to
protect the laminate flooring. Our management believes that laminate flooring is
perfect for anyone wanting a durable floor for a fraction of the price and
installation time of a hardwood floor, but with the attractiveness of real
hardwood. Its construction also makes laminate flooring more environmentally
friendly as it uses less wood in its production and makes more efficient use of
wood fiber.
Management believes that both laminate flooring and hardwood flooring can
beautify a home. While hardwood is often thought to be a superior choice, there
are several advantages to laminate flooring. Distinct differences between the
two types of flooring often make laminate flooring a more attractive
alternative. Solid hardwood of any thickness (most is 3/8" to 3/4") should be
installed only above grade. Laminate flooring can be installed above or below
grade. Some hardwood flooring is engineered, meaning that instead of solid
hardwood, it is made of several wood layers with a hardwood veneer. Laminate
flooring is usually 7mm to 8mm (5/16" to 3/8") thick and is also made of several
layers. These are laminated together for stability and strength. The top surface
of laminate flooring is a "photograph" of hardwood. High quality "photographs"
faithfully reproduce the grain and color of natural hardwood and the surfaces on
quality laminate flooring closely resemble real wood. Although many people
insist on hardwood flooring, we believe that laminates are long lasting,
durable, and affordable and quickly becoming one of the most popular types of
flooring.
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One obvious advantage is price; laminate flooring is typically half the cost of
traditional hardwood flooring. Sometimes the savings are even greater, depending
on the types of flooring in question. Additionally, laminate flooring is
designed to be easy to install and is generally a good choice for the
"do-it-yourself" market, where solid hardwood installation requires a higher
level of expertise. Installing laminate does not involve nails. More recently
the use of glue has been eliminated from the installation process in many cases.
As a result laminate flooring can be installed fairly quickly and inexpensively.
Laminate flooring is generally designed to be scratch-resistant and fade
resistant, two areas where solid hardwood flooring is known to be more
vulnerable.
The Association of European Producers of Laminate Flooring has adopted
standardized measures of hardness known as AC Hardness ratings. The AC measure
scale rates laminate flooring based on factors including abrasion resistance,
impact resistance, resistance to staining and cigarette burns, and thickness
swelling along edges. If laminate flooring cannot meet the requirements for each
of these ratings, approval for a given AC rating will be denied. We plan to
market and distribute laminate flooring with an A5 hardness rating. This is the
highest rate of hardness and can withstand the traffic of heavy commercial areas
such as department stores and public buildings.
SALES AND MARKETING STRATEGY
We intend to rely on sales representatives to market our laminate flooring
products. Initially, our President/Chief Executive Officer and director,
Alexander Dannikov, will market our product. We intend to focus on direct
marketing efforts whereby our representative will directly contact:
* distributors that are responsible for marketing and selling flooring
to flooring stores;
* retail outlets such as department and home restoration stores; and
* contractors and homebuilders.
These distributors, stores, contractors and homebuilders will be asked to sell
our products to consumers. We will provide them with flooring inventory at
wholesale prices. They will then sell them to consumers at retail prices, which
are typically 20% higher. We intend to contact as many contractors,
homebuilders, retail chains and flooring stores as we can in order to market our
laminate flooring. We initially intend to focus our marketing efforts on larger
home restoration stores that have a high volume of customer traffic.
Our plan of operation for the twelve months following the date of this Annual
Report is to enter into sub-distribution agreements with flooring distributors,
retail stores, contractors and homebuilders, providing for the sale of our
laminate flooring.
We intend to develop our retail network by initially focusing our marketing
efforts on larger chain stores that sell various types of flooring, such as Home
Depot. These businesses sell more flooring, have a greater budget for in- stock
inventory and tend to purchase a more diverse assortment of flooring. By late
2009 and 2010, we intend to start negotiation with contractors and homebuilders
and anticipate expanding our retail network to include small to medium size
retail businesses whose businesses focus is limited to the sale of flooring. Any
relationship we arrange with retailers for the wholesale distribution of our
flooring will be non-exclusive. Accordingly, we will compete with other flooring
vendors for positioning of our products in retail space.
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Even if we are able to receive an order commitment, some larger chains will only
pay cash on delivery and will not advance deposits against orders. Such a policy
may place a financial burden on us and, as a result, we may not be able to
deliver the order. Other retailers may only pay us 30 or 60 days after delivery,
creating an additional financial burden.
We intend to retain one full-time sales person in the next six months, as well
as an additional full-time sales person in the six months thereafter. These
individuals will be independent contractors compensated solely in the form of
commission based upon laminate flooring sales they arrange. We expect to pay
each sales person 10% to 15% of the net profit we realize from such sales.
We therefore expect to incur the following costs in the next twelve months in
connection with our business operations:
Marketing costs: $20,000
General administrative costs: 10,000
-------
Total: $30,000
=======
SHARE OF MARKET
The residential building materials distribution industry has undergone
significant changes over the last three decades. Prior to the 1970s, residential
building products were distributed almost exclusively by local dealers, such as
lumberyards and hardware stores. These channels served both the retail consumer
and the professional builder. These dealers generally purchased their products
from wholesale distributors and sold building products directly to homeowners,
contractors and homebuilders. In the late 1970's and 1980's, substantial changes
began to occur in the retail distribution of building products. The introduction
of the mass retail, big box format by The Home Depot began to alter this
distribution channel, particularly in metropolitan markets. They began to alter
this distribution channel by selling a broad range of competitively priced
building materials to the homeowner and small home improvement contractor.
Our expected share of the flooring market is difficult to determine given that
most flooring distributors are private businesses that have no duty to publicly
disclose their revenue, and flooring market is highly competitive. However, we
believe that due to the vast size of this market in North America, our market
share will likely be less than one percent.
MATERIAL CONTRACTS
SUPPLIER AGREEMENT
Our sole supplier, Bossco-Laminate Co., Ltd. ("Bossco") is a manufacturer and
distributor of certain wood flooring products in Russia. We are in the business
of marketing and distributing items to distributors, retail stores in the
building products industry, contractors and homebuilders.
On March 9, 2007, we entered into a marketing and sales distribution agreement
with Bossco (the "Agreement"), pursuant to which Bossco has agreed to
manufacture certain types of laminate flooring products and fulfill our written
purchase orders for these products in a timely manner. In accordance with the
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terms and provisions of the Agreement: (i) Bossco has agreed to manufacture and
supply polish and relief surface laminate flooring with the dimensions of 1200 x
300 x 8 millimeters; and (ii) we will pay Bossco $12.00 per square meter of
polish surface laminate and $12.5 per each square meter of relief surface
laminate.
The Agreement provides for the following additional terms and provisions: (i) we
and our assignees may use the marketing information that Bossco provides us in
all of our marketing and distribution efforts to sell the laminate flooring
products and we agree not to make any marketing claim in regard to the products
that are not supported by the information supplied by Bossco; (ii) from time to
time Bossco can make reasonable adjustment to the price of the laminate flooring
products by giving us written notification of such product price amendments;
(iii) although Bossco's price list acts as a guide for purchases made by us,
both parties may negotiate discounts on any singular product purchase order
provided to Bossco, including the purchase of laminate flooring from a
manufacturing overrun situation; (iv) we agree to pay the price of product
purchases by letter of credit or wire transfer prior to product shipment and are
responsible for all related shipping costs, unless other arrangements have been
expressly agreed to; (v) the Agreement can be terminated upon 60 days' written
notice by either party (notwithstanding this provision, we or our assigns will
be permitted to sell, market, and distribute all laminate flooring products that
have been ordered from Bossco or are in our assigns' possession at termination;
and (vi) there are no set minimum quota requirements for product sales under the
Agreement in the first year. Bossco will be obligated to assist in the
completion of each sales order on a case-by-case basis, regardless of quantity.
Following the first year of the Agreement, both parties will review sales
activities during the prior year and review this provision of the Agreement.
As of the date of this Annual Report, the Agreement remains valid and in good
standing.
COMPLIANCE WITH GOVERNMENT REGULATION
We do not believe that government regulation will have a material impact on the way we conduct our business.
RESEARCH AND DEVELOPMENT
Environmental Regulations
We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not spentanticipate incurring any amountsmaterial capital expenditures to comply with any environmental regulations or other requirements.
While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on research and development activities during theus or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.
Employees
As of our year ended March 31, 2009. We anticipate that2011, we willdid not incurhave any expenses on
researchemployees. Derrick Gidden, one of our directors and development over the next 12 months. Our planned expendituresour sole officer spends about 20 hours per week on our operations oron a business combinationconsulting basis.
Item 1A. Risk Factors
As a “smaller reporting company”, we are summarized undernot required to provide the sectioninformation required by this Item.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
We currently rent an office totaling approximately 200 square feet in area at a cost of this annual report entitled "Management's Discussionapproximately $1,000 per month and Analysisleased out by Derrick Gidden, one of Financial
Positionour directors and Results of Operations".
INTELLECTUAL PROPERTY
As of March 31, 2009 we did not own any intellectual property.
ITEM 1A. RISK FACTORS
Not applicable.
7
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIESour sole officer. Our administrative office is located 26 Utkina Street, Suite 10, Irkutsk, Russia
664007. Our registered statutory office is located at 564 Wedge Land, Fernley,
Nevada 89408.
ITEM5614C 42a High Street, Sutton Coldfield, West Midlands, United Kingdom, B72 1UJ. Our telephone number is +44-0121-695-9585.
Item 3. LEGAL PROCEEDINGS
Legal Proceedings
We know of no material, existing or pending legal proceedings to whichagainst us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are a party or tono proceedings in which any of our property is the subject which are pending, threateneddirectors, officers or contemplatedaffiliates, or any unsatisfied judgments against us.
ITEMregistered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
[Removed and Reserved]
11
PART II
ITEM
Item 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
SharesMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of our commonEquity Securities
Our Common stock originally commenced tradingis quoted on the OTC Bulletin Board under the Symbol "CSOC". We received approval on September 3, 2008 for trading under the symbol "BCSF.OB" on January 23, 2008.“BCHO”. On April 8, 2008,March 4, 2011, our symbol was changed to "BCHO.OB" to take into account our namecurrent symbol “CSOC” in connection with our change of name.
The following table reflects the high and forward
stock split. There is a limited public marketlow bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
The high and low bid prices of our common stock for the periods indicated below are as follows:
| OTC Bulletin Board | ||
| Quarter Ended(1) | High | Low |
| March 31, 2011 | $0.1875 | $0.0063 |
| December 31, 2010(2) | $N/A | $N/A |
| September 30, 2010(2) | $N/A | $N/A |
| June 30, 2010 | $0.25 | $0.0088 |
| March 31, 2010 | $0.25 | $0.25 |
| (1) | The first trade in our common stock occurred on September 3, 2008 and our stock did not trade from September 18, 2008 to January 6, 2010 | |
| (2) | No trade occurred during this period. |
As of July 7, 2011, there were * holders of record of our common stock. The market
forAs of such date, 275,800,000 shares of our common stock were issued and outstanding.
Our common shares are issued in registered form. Island Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg, FL 33701 (Telephone: (727) 289-0010) is highly volatile. We cannot assure you that there will be a
market in the futureregistrar and transfer agent for our common stock.
OTC Bulletin Board securities are not listed and traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board issuers are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.
Our common stock became eligible for quotation on the OTC Bulletin Board on
January 23, 2008 but as of March 31, 2009 our common stock has only traded on
two days.
Our common stock is classified as a penny stock and as such, broker dealers
dealing in our common stock will be subject to the disclosure rules for
transactions involving penny stocks, which require the broker dealer to
determine if purchasing our common stock is suitable for a particular investor.
The broker dealer must also obtain the written consent of purchasers to purchase
our common stock. The broker dealer must also disclose the best bid and offer
prices available for our stock and the price at which the broker dealer last
8
purchased or sold our common stock. These additional burdens imposed on broker
dealers may discourage them from effecting transactions in our common stock,
which could make it difficult for an investor to sell their shares.
HOLDERS
As of March 31, 2009, we had approximately 30 shareholders of record and
26,200,000 outstanding shares of common stock.
DIVIDENDS
Dividend Policy
We have nevernot paid or declared any cash dividends on our common stock and do not
anticipatehave no present intention of paying cashany dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Other than as disclosed herein, we did not sell any equity securities which were not registered under the Securities Act during the year ended March 31, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2011.
Equity Compensation Plan Information
We currently do not have any equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES
None.
RECENT PURCHASES OF EQUITY SECURITIES BY US AND OUR AFFILIATED PURCHASES
As
Convertible Securities
We do not have any outstanding convertible securities.
12
Purchase of March 31, 2009 we hadEquity Securities by the Issuer and Affiliated Purchasers
We did not repurchasedpurchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2011.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 7. Management’s Discussion and we have
not publicly announced any repurchase plans or programs
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS
Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited financial statements includingand the related notes thereto, appearingfor the years ended March 31, 2011 and March 31, 2010 that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to
imply any conclusion that these results or trends will necessarily continue into
the future.
FORWARD-LOOKING STATEMENTS
This reportfollowing discussion contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology including, "could", "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential" or the negative of
these terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially.
9
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business,plans, estimates and beliefs. Our actual results will almost always vary, sometimescould differ materially from any estimates, predictions, projections, assumptionsthose discussed in the forward looking statements. Factors that could cause or other
future performance suggestedcontribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.
LIQUIDITY AND CAPITAL RESOURCES
As
Our audited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the next twelve months.
Personnel Plan
We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.
Results of Operations
For the Year Ending March 31, 2009, we had cash of $12,527 in2011 and 2010
| Year Ended | |||||||
| March 31 | |||||||
| 2011 | 2010 | ||||||
| Revenue | $ | Nil | $ | Nil | |||
| Operating Expenses | $ | 24,039 | $ | 18,675 | |||
| Net Loss | $ | (24,789 | ) | $ | (19,425 | ) | |
Expenses
Our operating expenses for our bank accounts and a working
capital deficit of $31,883 compared to $9,643 cash and working capital deficit
of $3,357 as ofyears ended March 31, 2008. As of March 31, 2009, we had total assets of
$12,5272011 and total liabilities of $44,360. As of March 31, 2009 we have
accumulated a deficit of $57,233.
From December 13, 2006 (date of inception) to March 31, 2009, we raised net
proceeds of $26,2002010 are outlined in cash from the issuance of common stock. $nil was raised
during thetable below:
| Year Ended | |||||||
| March 31 | |||||||
| 2011 | 2010 | ||||||
| General and administrative | $ | 24,039 | $ | 18,675 | |||
Operating expenses for year ended March 31, 2008 and $26,200 was raised during the period
from December 13, 2006 (inception) to March 31, 2009.
We used net cash of $26,116 in operating activities for the year ended March 31,
20092011 increased by 19% as compared to $25,859 for the comparative period from December in 2010.
13 2006 (inception) to
March 31, 2009.
As of March 31, 2009
Revenue
We have not earned any revenues since our inception and we had cash of $12,527do not anticipate earning revenues in the near future.
Liquidity and Financial Condition
Working Capital
| At | At | Percentage | |||||||
| March 31, | March 31, | Increase/ | |||||||
| 2011 | 2010 | (Decrease) | |||||||
| Current Assets | $ | 1,903 | $ | 4,506 | (58% | ) | |||
| Current Liabilities | $ | 77,950 | $ | 55,764 | 40% | ||||
| Working Capital (Deficit) | $ | (76,047 | ) | $ | (51,258 | ) | (48% | ) |
Cash Flows
| Year Ended | Year Ended | |||||
| March 31, | March 31, | |||||
| 2011 | 2010 | |||||
| Net Cash used in Operating Activities | $ | (15,190 | ) | $ | (17,953 | ) |
| Net Cash used in Investing Activities | $ | Nil | $ | Nil | ||
| Net Cash Provided by Financing Activities | $ | 12,587 | $ | 9,932 | ||
| Increase (Decrease) in Cash During the Period | $ | (2,603 | ) | $ | (8,021 | ) |
We estimate that our bank accounts. We intend to
meetexpenses over the balancenext 12 months will be approximately $227,000 as described in the table below. These estimates may change significantly depending on the nature of our cashfuture business activities and our ability to raise capital from shareholders or other sources.
Specifically, we estimate our operating expenses and working capital requirements for the next 12 months through a
combinationto be as follows:
Description | Target completion date or period | Estimated expenses ($) |
| Legal and accounting fees | 12 months | 100,000 |
| Research and development | 12 months | 20,000 |
| Management and operating costs | 12 months | 30,000 |
| Salaries and consulting fees | 12 months | 60,000 |
| Fixed asset purchases | 12 months | 5,000 |
| General and administrative | 12 months | 12,000 |
| Total | 227,000 |
Future Financings
We will require additional financing in order to enable us to proceed with our plan of debtoperations, as discussed above, including approximately $227,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
14
We anticipate continuing to rely on equity financing by waysales of private placements.
We currently do not have any arrangementsour common stock in place for the completionorder to continue to fund our business operations. Issuances of any
further private placement financings and thereadditional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
We have generated only nominal revenues and are dependent upon obtaining outside financing to carry out our operations and pursue our business development activities. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be successful in completing any further private placement financings. There isable to continue our operations and our business plan may fail. You may lose your entire investment.
If our operations and cash flow improve, our management believes that we can continue to operate. However, no assurance can be given that any financingmanagement's actions will be availableresult in profitable operations or if available, on terms that
will be acceptable to us. We may not raise sufficient funds to fully carry out
any business plan.
RESULTS OF OPERATIONS
LACK OF REVENUES
We have earned no revenues and have sustained operational losses sincean improvement in our inception on December 13, 2006 to March 31, 2009. Asliquidity situation. The threat of March 31, 2009, we had
an accumulated deficit of $57,233. We anticipate that we will not earn any
revenues during the current fiscal year.
At this time, our ability to generate any revenues continues to be uncertain.
The auditor's report on our audited financial statements on March 31, 2009 and
2008 contains an additional explanatory paragraph which identifies issues that
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
EXPENSES
From December 13, 2006 (date of inception)concern will cease to March 31, 2009,exist only when our total expenses
were $57,233. Our total expenses consisted solely of general and administrative
expenses.
Our total expenses increased by $109revenues have reached a level able to $28,476 for the year ended March 31,
2009 from $28,367 for the period from December 13, 2006 (inception) to March 31,
2008. The increase in total expenses was mainly due a minor increase in
operating expenses.
10
NET LOSS
For the year ended March 31, 2009 we incurred net loss of $28,476 compared to
$28,367 for the year ended March 31, 2008. From December 13, 2006 (date of
inception) to March 31, 2009, we incurred an aggregate net loss of $57,233. The
net loss was primarily due to operating expenses. We incurred net loss of $0.00
per share for the year ended March 31, 2009 and a net loss of $0.00 per share
for the year ended March 31, 2008.
OFF-BALANCE SHEET ARRANGEMENTS
sustain our business operations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to our
stockholders.
INFLATION
Critical Accounting Policies
The effect of inflation on our revenuesdiscussion and operating results has not been
significant.
KNOWN MATERIAL TRENDS AND UNCERTAINTIES
Our continuation as a going concern is dependent upon our ability to generate
sufficient cash flow from outside sources to sustain operations and meet our
obligations on a timely basis, and ultimately upon our ability to attain
profitability. We have limited capital with which to pursue our business plan
These factors raise substantial doubt about our ability to continue as a going
concern. Our auditors have issued a going concern opinion. This means that our
auditors believe there is substantial doubt that we can continue as an on-going
business for the next 12 months. The financial statements do not include any
adjustments that might result from the uncertainty about our ability to continue
our business. The threat that we will be unable to continue as a going concern
will be eliminated only when our revenues have reached a level that is able to
sustain our business operations.
CRITICAL ACCOUNTING POLICIES
Our financial statements are impacted by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete summary of these policies is included in note 1 of the notes to our
financial statements. We have identified below the accounting policies that are
of particular importance in the presentationanalysis of our financial position,condition and results of operations and cash flows, and which require the application of significant
judgment by management.
BASIS OF PRESENTATION
Theare based upon our financial statements, of the Companywhich have been prepared in accordance with generally accepted accounting principles in the United States of America and are
presented in US dollars.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and liabilitiesexpenses. These estimates and disclosureassumptions are affected by management’s application of contingent assetsaccounting policies. We believe that understanding the basis and liabilities at the datenature of the estimates and assumptions involved with the following aspects of our financial 11
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and the reported amounts of revenuesaccrued liabilities, loans from related party and expenses during the
reporting period. Actual results could differ from those estimates.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for atloan payable approximates their fair value in accordance with SFAS
No. 123 and 123 (R). To date,because of the Company hasshort maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not adopted a stock option plan
and has not granted any stock options.
INCOME TAXES
exposed to significant interest, currency or credit risks arising from these financial instruments.
Income taxes are accountedTaxes
Our company follows the liability method of accounting for under the assets and liability method. Deferredincome taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilitiesvalues and their respective income tax bases and operating loss and tax credit carry forwards. Deferredbasis (temporary differences). The effect on deferred income tax assets and liabilities are measured using enactedof a change in tax rates is recognized in effect forincome in the year in which
those temporary differences are expected to be recovered or settled.
BASIC AND DILUTED NET LOSS PER SHARE
The Companyperiod that includes the enactment date. At March 31, 2011, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
15
Basic and Diluted Loss Per Share
Our company computes net loss per share in accordance with SFAS No.
128,"EarningsASC-260, “Earnings per Share". SFAS No. 128Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.statement of operations. Basic EPSloss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator)common shares during the period. Diluted EPSloss per share gives effect to all potentially dilutive potential common shares outstanding during the period. Diluted EPSDilutive loss per share excludes all potentially
dilutivepotential common shares if their effect is anti-dilutive.
ITEM
Our company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.
Long-Lived Assets
Our company has adopted ASC-360, “Property, Plant and Equipment” which requires that long-lived assets and certain identifiable intangibles held and used by our company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Our company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
Revenue Recognition
Our company will recognize revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.
Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Our company will defer any revenue for which the product has not been delivered or is subject to refund until such time that our company and the customer jointly determine that the product has been delivered or no refund will be required.
Stock-based Compensation
Our company records stock based compensation in accordance with the guidance in ASC-718, “Compensation -Stock Compensation,” which requires our company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
12
ITEMQuantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Bosco Holdings, Inc.
(AFinancial Statements and Supplementary Data
16
CADUCEUS SOFTWARE SYSTEMS CORP.
(Formerly BOSCO HOLDINGS, INC.)
(A Development Stage Company)
March
FINANCIAL STATEMENTS
MARCH 31, 2008
MOORE2011
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| BALANCE SHEETS |
| STATEMENTS OF OPERATIONS |
| STATEMENTS OF STOCKHOLDERS’ DEFICIT |
| STATEMENTS OF CASH FLOWS |
| NOTES TO THE FINANCIAL STATEMENTS |
17
SEALE AND BEERS, CPAs
PCAOB & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOBCPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Caduceus Software Systems, Corp. (formerly Bosco Holdings, Inc.
(A)
(A Development Stage Company)
We have audited the accompanying balance sheets of Bosco Holdings, Inc.Caduceus Software Systems, Corp.
(A Development Stage Company) as of March 31, 20092011 and 2008,2010, and the related statements of operations, stockholders' equity (deficit)stockholders’ deficit and cash flows for the yearyears ended March 31, 2009, the period from inception on December 13, 2006 to
March 31, 2008,2011 and from2010 and since inception on December 13, 2006 through March 31, 2009.
These2011. Caduceus Software Systems, Corp.’s management is responsible for these financial statements are the responsibility of the Company's management.statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conductconducted 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 auditsaudit 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. An audit also includesstatements, 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 Bosco Holdings, Inc.Caduceus Software Systems, Corp. (A Development Stage Company) as of March 31, 20092011 and 2008,2010, and the related statements of operations, stockholders' equitystockholders’ deficit and cash flows for the yearyears ended March 31, 2009, the period from inception on December 13, 2006 to March 31,
2008,2011 and from2010 and since inception on December 13, 2006 through March 31, 2009,2011, 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 2 to the financial statements, the Company has no revenues, has negative working capital at March 31, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit of $53,857, which raises substantial doubt about its ability to continue as a going concern. Management'sManagement’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- -------------------------------------------
Moore & Associates, Chartered
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
June 11, 2009
6490 West Desert Inn Rd,
July 6, 2011
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
13
BOSCO HOLDINGS, INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
89107 Phone: (888)727-8251 Fax: (888)782-2351
18
| CADUCEUS SOFTWARE SYSTEMS CORP. |
| (Formerly BOSCO HOLDINGS, INC.) |
| (A Development Stage Company) |
| Balance Sheets |
| Assets | ||||||
| March 31, | March 31, | |||||
| 2011 | 2010 | |||||
| Current Assets | ||||||
| Cash | $ | 1,903 | $ | 4,506 | ||
| Total Current Assets | 1,903 | 4,506 | ||||
| Total Assets | $ | 1,903 | $ | 4,506 | ||
| Liabilities and Stockholders’ Deficit | ||||||
| Current Liabilities | ||||||
| Accounts payables and accrued liabilities | $ | 12,691 | $ | 5,722 | ||
| Accrued interest on related party loans | 1,860 | 1,110 | ||||
| Loans from related party | 62,368 | 48,932 | ||||
| Loan payable | 1,031 | – | ||||
| Total Current Liabilities | 77,950 | 55,764 | ||||
| Stockholders’ Deficit | ||||||
| Common stock, $0.001 par value, 400,000,000 shares authorized; 209,600,000 shares issued and outstanding | 209,600 | 209,600 | ||||
| Additional paid-in capital | (184,200 | ) | (184,200 | ) | ||
| Deficit accumulated during the development stage | (101,447 | ) | (76,658 | ) | ||
| Total stockholders’ deficit | (76,047 | ) | (51,258 | ) | ||
| Total liabilities and stockholders’ deficit | $ | 1,903 | $ | 4,506 | ||
The accompanying notes are an integral part of these financial statements.
14
BOSCO HOLDINGS, INC.
(A Development Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------
19
| CADUCEUS SOFTWARE SYSTEMS CORP. |
| (Formerly BOSCO HOLDINGS, INC.) |
| (A Development Stage Company) |
| Statements of Operations |
| From | |||||||||
| Inception on | |||||||||
| December 13, | |||||||||
| Year Ended | Year Ended | 2006 through | |||||||
| March 31, | March 31, | March 31, | |||||||
| 2011 | 2010 | 2011 | |||||||
| Revenue | $ | - | $ | - | $ | - | |||
| Expenses | |||||||||
| General and administrative expenses | $ | 24,003 | $ | 18,675 | $ | 99,551 | |||
| Foreign exchange loss | 36 | – | 36 | ||||||
| Total Expenses | 24,039 | 18,675 | 99,587 | ||||||
| Net loss before Income Taxes | (24,039 | ) | (18,675 | ) | (99,587 | ) | |||
| Other Expenses | |||||||||
| Interest expense | (750 | ) | (750 | ) | (1,860 | ) | |||
| Net loss for the period | $ | (24,789 | ) | $ | (19,425 | ) | $ | (101,447 | ) |
| Loss per common share – Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted Average Number of Common Shares Outstanding | 209,600,000 | 209,600,000 |
The accompanying notes are an integral part of these financial statements.
15
BOSCO HOLDINGS, INC.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
20
| CADUCEUS SOFTWARE SYSTEMS CORP. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Formerly BOSCO HOLDINGS, INC.) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (A Development Stage Company) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Statements of Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
From Inception
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The accompanying notes are an integral part of these financial statements. 22
1. NATURE AND CONTINUANCE OF OPERATIONS The Company was incorporated under the laws of the State of Nevada, U.S. on December 13, 2. GOING CONCERN The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of March 31, 2011, the Company's has excess of current liabilities over its current assets by $76,047, with cash and cash equivalents representing $1,903. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Cash and Cash equivalents For purposes of Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with 23
3. SUMMARY OF Fair Value of Financial Instruments The carrying value of cash, Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At March 31, Basic and Diluted Loss Per Share The Company computes loss per share in accordance with The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal. Long-Lived Assets The Company has adopted Research and Development The Company accounts for research and development costs in accordance with the 24
3. SUMMARY OF Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash Revenue Recognition The Company will recognize revenue in accordance with Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Advertising The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred Stock-based Compensation The Company records stock based compensation in accordance with the Recent accounting pronouncements The 25
4. COMMON STOCK The total number of common shares authorized that may be issued by the Company is During the year March 31, 2007, the Company issued On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 27, 2008 to the stockholders on record on close of business February 21, 2008. The stockholders received four additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect this stock split. On February 16, 2011, the Company's Board of Directors approved an increase to the Company’s authorized capital, and declared a eight-for-one forward stock split of the Company's common stock. Effective March 1, 2011, the Company’s authorized capital increased from 75,000,000 to 400,000,000 shares of common stock. The stock split was effected in the form of a stock dividend distribution on March 3, 2011 to the stockholders on record on close of business February 16, 2011. The stockholders received seven additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect this stock split. 5. INCOME TAXES As of March 31,
6. LOAN PAYABLE As of March 31, 2011, the Company owes an unrelated third party $1,031 (Cdn$1,000). The 26
7. RELATED PARTY TRANSACTIONS As of March 31, 2010 a former director of the Company As of March 31, 2011 a former director of the Company had outstanding loans to the Company in the amount of $56,254. The loan was due upon demand and unsecured. As of March 31, 2011, the Company is indebted to the spouse of a former director in the amount of $1,880. The amount was subsequently paid to the related party in April 2011. On January 31, 2011, the President of the Company loaned the Company $3,000. The loan is non-interest bearing, due upon demand and unsecured. During the year ended March 31, 2011, the President of the Company loaned the Company another $3,094 (Cdn$3,000) for a total of $6,094. The loan is non-interest bearing, due upon demand and unsecured. 8. CONTINGENCY The Company disputes charges with RBSM LLP (predecessor auditor) for the review of the Form 8-K and correspondence with the successor auditor during 2008, in amount of $3,025. The Company examined the invoices, and decided that charges for the review of the 8K and correspondence with the successor auditor are excessive. 9. SUBSEQUENT EVENTS The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements, except as disclosed below: On June 9, 2011, the Company entered into a Licensing Agreement with Sygnit Corporation (“Sygnit”). On June 9, 2011, a former director of the Company agreed to forgive all loans and interest owing to him as of June 9, 2011. 27 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods. Item 9A. Controls and Procedures As required by Rule 13a-15 under the Our management, with the participation of our Management's Report On Internal Control Over Financial Reporting Evaluation of Disclosure Controls and Procedures Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A 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. Due to 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, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31,
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Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, Change In Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Item 9B. None. PART III Item 10. All directors of our
Business Experience The following is a brief account of the 29 Derrick Gidden - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director Derrick Gidden is a graduate from Converty Technical College in Telecommunication and Electronic Engineering (Oct 1978) and the University of Wolverhampton where has obtained a Post Graduate in Training Management (July 1994) and has successfully completed a wide array of other business For more than twenty five years he has provided management consulting and business development services to a number of private, public service and voluntary companies/organizations. Mr. Gidden’s entrepreneurship began with two business ventures, between March of 2003 and April of 2008, called Oracle Business Development Partnership (UK) Limited and The Property Investor Group (UK) Limited. While operating Oracle Business Development Partnership (UK), he provided business development consultancy services to businesses across UK, in Since April of 2010, Mr. Gidden has been a director of the Poet’s Wood Management Services working in conjunction with Redrow Homes Midlands Ltd., one of the leading companies in the residential home construction sector in the United Kingdom. He is also a school governor at King Edward VI School which is one of the top selective grammar school in the United Kingdom. Alexander Dannikov - Director Mr. Dannikov has acted as our Other Directorships Other than as disclosed above, during the last 5 years, none of Conflicts of Interest Our directors are not obligated to commit their full time and attention to our 30 In general, officers and directors of
Involvement in None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past 1. A petition under the Federal bankruptcy laws or any 2. Such person was convicted in a criminal proceeding or 3. Such person was the subject
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting 5. Such person was found by a court of competent jurisdiction 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated 31 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Compliance with Section 16(a) of the Securities Exchange Act Our common stock is not registered pursuant to Code of Ethics We have not yet adopted a corporate code of ethics. When we do adopt a code of ethics, we will announce it via the filing of a current report on form 8-K. Committees of the Board All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that Audit Committee and Charter Currently our audit committee consists of our entire board of directors. We have determined that we do not have a member of the audit committee in the capacity as an independent director. We have not implemented an audit committee charter. When we do adopt an audit committee charter, we will announce it via the filing of a current report on form 8-K. Nominating Committee and Charter We currently do not have nominating committee or other committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. 32 Audit Committee and Audit Committee Financial Expert Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or Item 11. The
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation
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Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. 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 Stock Option Plan To date, we have not adopted a stock option plan. 2011 Grants of Plan-Based Awards There were no equity or non-equity awards granted to the named executives in 2011. Outstanding Equity Awards at Fiscal Year End There were no outstanding equity awards as at March 31, 2011. Option Exercises and Stock Vested During our fiscal year ended March 31, 2011 there were no options exercised by our named officers. Compensation of Directors We do not have 34 Pension, Retirement or There are no arrangements or plans in which we provide pension, retirement or similar benefits Indebtedness of None of Family Relationships There are no family relationships between any of Item 12. Security Ownership of The following table sets forth,
35 Changes in Control We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company. Item 13. Certain Relationships and Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of Director Independence We currently act with two directors, consisting of Derrick Gidden and Alexander Dannikov. We have determined that we do not have independent directors, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers. Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. Our board of directors has determined that none of our directors qualify as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K. From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Item 14. The
36 Our board of directors pre-approves all services provided by our independent auditors. All of the Our board of directors has considered the nature and amount of fees billed PART IV Item 15.
* Filed herewith. 37 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
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