UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010February 28, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from N/A__________ to N/A.__________
Commission File No. 333-165391
Victoria Internet Services: 333-165301
Earn-A-Car, Inc.
(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)charter)
Nevada 7514 27-1320213
(State or other jurisdiction of (Primary Standard Industrial IRS Employer
incorporation or organization) Classification Code Number) Identification Number
Office 1 The Falls Centre
Corner Great North and Webb
Northmead, Benoni 1522
Republic of incorporation or organization)
2470 East 16th Street
Brooklyn, NY 11235South Africa
(Address of Principal Executive Offices)
Copies of communications to:
Scott P. Doney, Attorney at Law
3273 E. Warm Springs Las Vegas, NV
89120principal executive offices)
+27 11 425 1666
(Issuer's telephone (702) 312-6255
(718) 344-0866
(Registrant's Telephone Number, including area code)number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Securities Registered Pursuantregistered pursuant to Section 12(b) of the Act: None
Securities Registered Pursuantregistered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.0000001 per Share
(Title of each class)par
value US$0.0000001
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] 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 [ ] No [X]
Indicate by check mark whether the registrant (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 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 Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter)(s 229.405) 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 [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.company filer.
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-AcceleratedNon-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check markcheckmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ] State theNo [X]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price of $.01 the price of the last private placementregistrant as of common equity: $6,750.
State theJune 11, 2013: US$472,500.
The number of shares outstanding of each of the Registrant's classes ofregistrant's common stock as of the latest practicable date. 4,675,000 issued and outstanding as of March 1, 2011.
DOCUMENTS INCORPORATED BY REFERENCE: None.June 11,
2013: 112,500,000.
VICTORIA INTERNET SERVICES INC.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
Page
Numbers
-------
PART I 3
ITEM 1. Business 3
ITEM 1A. Risk Factors 6
ITEM 1B. Unresolved Staff Comments 9
ITEM 3. Legal Proceedings 9
ITEM 4. Submission Of Matters To a Vote Of Securities Holders 9
PART II 9
ITEM 5. Market For Registrant's Common Equity, Related Stockholder
Matters And Issuer Purchases Of Equity Securities 9
ITEM 6. Selected Financial Data 10
ITEM 7. Management's Discussion And Analysis Of Financial Condition
And Results Of Operation 10
ITEM 7A Quantitative And Qualitative Disclosures About Market Risk 14
ITEM 8. Financial Statements And Supplementary Data 14
ITEM 9. Changes In And Disagreements With Accountants On Accounting
And Financial Disclosure 14
ITEM 9A. Controls And Procedures (ITEM 9A(T)) 14
ITEM 9B. Other Information 15
PART III 15
ITEM 10. Directors, Executive Officers And Corporate Governance 15
ITEM 11. Executive Compensation 17
ITEM 12. Security Ownership Of Certain Beneficial Owners And Management
And Related Stockholder Matters 19
ITEM 13. Certain Relationships And Related Transactions, And Director
Independence 19
ITEM 14. Principal Accounting Fees And Services 19
PART IV 21
ITEM 15. Exhibits, Financial Statements Schedules 21
SIGNATURES 21
2
PART I
ITEM 1. BUSINESS
GENERAL
We were incorporated in the State of Nevada on October 9, 2009. We have not
started full operations. We have reserved, and own, the domain
(www.victoriainternetservices.com) and are developing a website that will allow
our customers to communicate on a real time basis with our team of tax preparers
from the comfort of home or the office. We have not generated any substantial
revenues and the only operation we have engaged in is the development of a
business plan. Our business address is at 2470 East 16th Street, Brooklyn, NY
11235. Our telephone number is 718- 344-0866.We have only begun operations in a
very limited capacity and will not begin full operations till the completionEXPLANATORY NOTE
The purpose of this offering. Our plan of operation is forward-looking and there is no
assurance that we will ever begin operations. We are a development stage company
and have earned $400 in revenue since our inception on October 9, 2009. It is
likely that we will not be ableAmendment No. 1 to achieve profitability and will have to cease
operations due to the lack of funding. The revenues earned to date are from a
single client whose taxes were prepared in person.
SERVICES
Upon completion of our website we will provide an interactive environment that
will allow our customers to communicate on a real time basis with tax preparers
from their home, office or anywhere. Our tax preparers will collect all income
and financial information from our customers online and answer all their
questions real time as well. All of our tax preparers will have an internet
camera so that the customer can see them and feel like they were in the office
with the tax preparer. Upon completion of the online real time session we will
electronically file our customer's tax return. We will charge a fee for this
service which will be paid online by credit card.
We intend to open our office in Brooklyn, New York. The office will accommodate
between 5-10 tax preparers ("TP"). On an "as needed basis" each TP will be
provided with a computer, internet camera and telephone. Each TP will be
qualified to file individual and corporate tax returns.
Initially our sole Director and Officer, Leon Golden, will be responsible for
tax preparation and consultation. If we are successful in our marketing campaign
it may become necessary to hire accounting staff to help with the workload. This
is not expected until after the initial 5 months following the closing of our
financing. Seasonality of Work
Once in full operations we expect demand and the associated revenues to vary
drastically throughout the year. The nature of tax preparation is such that the
month leading up to April 15 are an extremely busy time while the rest of the
year business can often be sporadic. The need for seasonal employees will be
assessed during February of 2012 in order to determine staffing and training
requirements.
3
MARKETING PLAN
In the beginning of our business operations, we plan to advertise our business
on local billboards, local news paper and the internet that will promote our
business. Initially, our sole officer and director, Leon Golden, will look for
potential customers. We intend to use other marketing strategies, such as web
advertisements, direct mailing, and phone calls to potential customers.
Marketing is an ongoing matter that will continue during the life of our
operations. We also expect to get new clients from "word of mouth" advertising
where our potential clients from Mr. Golden's current clientele and new clients
will refer their colleagues to us. We will encourage such advertising by
rewarding persons who refer new clients to us. Rewards will be given in the form
of reductions in future tax preparation costs to customers who make referrals.
We intend to spend from 3,000 to 5,000 on marketing efforts during the first
year.
We have no plans to change our planned business activities or to combine with
another business, and we are not aware of any events or circumstances that might
cause these plans to change. We have not yet begun operations and will not begin
operations until we have completed this offering. Our plan of operation is
forward looking and there is no assurance that we will ever begin operations.
We have not conducted any market research into the likelihood of success of our
operations or the acceptance of our products or advisory services by the public.
STRATEGY
We intend to open a Real Time On-Line Income Tax Preparation service. Currently,
we do not have any customers or any contracts for our services. We also have not
yet commenced any operations.
MARKET
We intend to initially target New York City. In our first year of operation, we
plan to open one location. Customers will pay for our goods and services with
credit card.
REGULATORY REQUIREMENTS
We are not currently required to obtain any special licenses, or meet and
special regulatory requirements before establishing our business other than a
business license. If new government regulations, laws, or licensing requirements
are passed that would restrict or eliminate delivery of any of our intended
services, then our business may suffer. If we cannot hire enough qualified tax
preparers then our business may suffer as well.
MARKETING
Initially, our services will be promoted by Mr. Leon Golden who has many years
as a tax preparer. He will discuss our services with his friends and business
associates. We also anticipate utilizing other marketing avenues in our
4
attempt to make our services known to the general public and attract potential
customers. These marketing activities will be designed to inform potential
customers about the benefits of using our services and may include the
following: development and distribution of marketing literature; direct mail and
email advertising; billboards advertisement and, promotion of our web site.
WEBSITE MARKETING STRATEGY
We intend to promote our website by displaying it on our business cards, flyers
and brochures. We intend to attract traffic to our website by a variety of
online marketing tactics such as registering with top search engines using
selected key words (meta tags) and utilizing link and banner exchange options.
REVENUE
We intend to generate revenues by selling our tax preparation services.
Therefore, we will require substantial start-up capital in order to setup our
interactive online site and begin operations. Leon Golden, our president, will
be devoting approximately 20 hours a week of his time to our operations. Once we
begin operations Mr. Golden agreed to commit more time as required. Because Mr.
Golden will only be devoting limited time to our operations, our operations may
be sporadic and occur at times which are convenient to Mr. Golden. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a cessation of operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
liability action, we may not have sufficient funds to defend the litigation. If
that occurs a judgment could be rendered against us that could cause us to cease
operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other than
our sole officer and director. We intend to hire additional employees on an as
needed basis.
OFFICES
Our business office is located at 2470 East 16th Street Brooklyn NY 11235. Our
telephone number is (718) 334-0866. Upon the completion of our offering, we
intend to establish an office elsewhere. As of the date of this prospectus, we
have not sought or selected a new office sight.
GOVERNMENT REGULATION
We are not currently subject to direct federal, state or local regulation and we
do not believe that government regulation will have a material impact on the way
we conduct our business.
5
ITEM 1A. RISK FACTORS
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our sole officer and director, Leon Golden, will only be devoting limited time
to our operations. Mr. Golden intends to devote 35% of his business time to our
affairs. Because our sole officer and director will only be devoting limited
time to our operations, our operations may be sporadic and occur at times which
are convenient to him. As a result, operations may be periodically interrupted
or suspended which could result in a lack of revenues and a possible cessation
of operations. It is possible that the demands on Leon Golden from his other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business. In addition, Mr.
Golden may not possess sufficient time for our business if the demands of
managing our business increase substantially beyond current levels.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We will be incurring losses until we build a break-even level of revenue.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We will require additional funds in order to move
forward with our business plan. At this time, we cannot assure investors that we
will be able to obtain financing. If we are unable to raise needed financing, we
will have to delay or abandon further operations. If we cannot raise financing
to meet our obligations, we will be insolvent and will be forced to cease our
business operations.
IF LEON GOLDEN, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT
HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING,
AND INVESTORS COULD LOSE THIER INVESTMENT.
We depend on the services of our sole officer and director, Leon Golden for the
future success of our business. The loss of the services of Mr. Golden could
have an adverse effect on our business, financial condition and results of
operations. If he should resign or die we will not have a chief executive
officer. If that should occur, until we find another person to act as our chief
executive officer, our operations could be suspended. In that event it is
possible an investor could lose their entire investment. We do not carry any key
personnel life insurance policies on Mr. Golden and we do not have a contract
for his services.
BECAUSE OUR DIRECTOR OWNS 85.5% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE
CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
Our director, Leon Golden, owns approximately 85.5% of the outstanding shares of
our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
6
The interests of our director may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and
director is non-U.S. resident. Consequently, it may be difficult for investors
to affect service of process on Mr. Golden in the United States and to enforce
in the United States judgments obtained in United States courts against Mr.
Golden based on the civil liability provisions of the United States securities
laws. Since all our assets will be located in England it may be difficult or
impossible for U.S. investors to collect a judgment against us. As well, any
judgment obtained in the United States against us may not be enforceable in the
United States.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE MARKET IN OUR SECURITIES WILL BE
LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE
VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the activity in the secondary market for stock that becomes subject
to those penny stock rules. If a market for our common stock develops, our
common stock will probably become subject to the penny stock rules, and
shareholders may have difficulty in selling their shares.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
7
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
AS A SHELL COMPANY, WE FACE SUBSTANTIAL ADDITIONAL ADVERSE BUSINESS AND LEGAL
CONSEQUENCES.
On June 29, 2005, the Securities and Exchange Commission adopted final rules
amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents. The amendments prohibit the use of a Form S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisors), under certain circumstances, and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financing statements, in the filing on Form 8-K that the shell company
files to report the acquisition of a business opportunity. This initial filing
must be made within four days of the acquisition. The Form 8-K filing may be
reviewed by the Securities and Exchange Commission and the prospects of certain
disclosure or review of the lack of the ability to issue securities using a Form
S-8 may delay the consummation of any potential business combination.
AS A SHELL COMPANY, OUR SHAREHOLDERS WILL NOT BE ABLE TO RELY UPON RULE 144 FOR
THE RESALE OF THEIR SHARES.
In general, Rule 144 requires restricted securities to be held for a particular
length of time and prescribes the conditions which must be satisfied prior to
the sale of the securities. The Securities and Exchange Commission codified a
staff interpretation relating to the treatment of the securities of shell
companies, of which we are one. Under the amendments, Rule 144 is not available
for the resale of securities initially issued by a shell company (reporting or
non-reporting) or a former shell company. Therefore, the securities held by our
shareholders can be resold only through a resale registration statement unless
certain conditions are met. These conditions are:
* The company has ceased to be a shell company;
* The company is subject to the reporting requirements of Section 13 or
15 (d) of the Securities Exchange Act of 1934, as amended;
* The company has filed all reports and other materials required to be
filed by Section 13 or 15(d) of the Securities Exchange Act, as
applicable, during the preceding twelve months; and
* One year has elapsed since the Company has filed current "Form 10
information" with the Securities and Exchange Commission reflecting
its status as an entity that is no longer a shell company.
If these conditions are satisfied, then our shareholders can resell their
securities subject to all other applicable Rule 144 conditions. See "Market for
Common Equity and Related Stockholder Matters - Rule 144 Shares".
8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements about our business, financial
condition and prospects that reflect our management's assumptions and good faith
beliefs based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
proposed services and the products we expect to market, our ability to establish
a customer base, managements' ability to raise capital in the future, the
retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to
predict. When used in this filing, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar expressions are
intended to identify and qualify forward-looking statements, although there may
be certain forward-looking statements not accompanied by such expressions.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
Since inception, none of the following occurred with respect to a present or
former director or executive officer of the Company: (1) any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time; (2) any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the commodities futures trading commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to shareholders for the year ended December 31, 2010.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares are quoted on the Over the Counter Bulletin Board.
HOLDERS
We have approximately 29 record holders of our common stock as of December 31,
2010.
9
DIVIDEND POLICY
We have never paid any cash dividends on our common shares, and we do not
anticipate that we will pay any dividends with respect to those securities in
the foreseeable future. Our current business plan is to retain any future
earnings to finance the expansion development of our business.
EQUITY COMPENSATION PLAN INFORMATION
STOCK OPTION PLAN
The Company, at the current time, has no stock option plan or any equity
compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not required.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this S-1, including, without limitation, statements related to anticipated cash
flow sources and uses, and words including but not limited to "anticipates",
"believes", "plans", "expects", "future" and similar statements or expressions,
identify forward looking statements. Any forward-looking statements herein are
subject to certain risks and uncertainties in the Company's business, including
but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of
relationships with key suppliers, difficulties of hiring or retaining key
personnel and any changes in current accounting rules, all of which may be
beyond the control of the Company. Management will elect additional changes to
revenue recognition to comply with the most conservative SEC recognition on a
forward going accrual basis as the model is replicated with other similar
markets (i.e. SBDC). The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth therein.
Management's Discussion and Analysis of Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the financial
statements included herein.
PLAN OF OPERATION
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 180 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate all our efforts on raising capital during
this period. We do not plan to begin business operations until we complete our
public offering.
10
DEVELOP OUR WEBSITE
Upon completion of our public offering, we will hire a web designer to design
our website. The timeline proposed by our web designer is approximately one
month to have a working website with online payment options and video
conferencing set up. Our website will be built for two purposes:
1) To promote and give potential clients an intro to the ease of doing
their taxes from the comfort of their home.
2) To allow the interaction to occur between client and accounting rep.
We intend to have the website created in a user friendly manner so that both
clients and accounting staff, (which will be comprised only of our sole Director
and Officer Mr. Leon Golden for the first year of operations), will be able to
conduct business in an efficient and effective manner.
ESTABLISH OUR OFFICE
When our website is operational, we plan to set up a new office and acquire the
necessary equipment we need to begin operations. We believe that it will cost
$2,500 to $4,000 to set up and obtain the necessary equipment to begin
operations. Our sole officer and director will handle our administrative duties.
Office Requirements:
Computer $1,200
Furnishings $350
Filing $350
Print/Scan/Fax $400-$1,200
Phone $100
Misc $100-$800
COMMENCE MARKETING CAMPAIGN
Once our website is operational and an office is established, we will begin to
market our services. Initially, our sole officer and director, Leon Golden, will
look for potential customers. We intend to use other marketing strategies, such
as web advertisements, direct mailing, and phone calls to potential customers.
Marketing is an ongoing matter that will continue during the life of our
operations. We also expect to get new clients from "word of mouth" advertising
where our potential clients from Mr. Golden's current clientele and new clients
will refer their colleagues to us. We will encourage such advertising by
rewarding person who refer new clients to us. We intend to spend from $3,000 to
$5,000 on marketing efforts during the first year.
11
COMMENCE OPERATIONS
During the initial 3 month marketing champagne management expects clients to
begin using the online services provided by Victoria Internet Services Inc.
Initially our sole Director and Officer, Leon Golden, will be responsible for
tax preparation and consultation. If we are successful in our marketing campaign
it may become necessary to hire accounting staff to help with the workload. This
is not expected until after the initial 5 months following the closing of our
financing.
PROJECTED REVENUES
THE INFORMATION PROVIDED UNDER THIS HEADING IS FORWARD LOOKING INFORMATION AND
IS SUBJECT TO CHANGE.
We expect an average individual client to take approximately 30 minutes per
meeting while a small business client will take an average of 2 hours.
Associated revenues will be approximately $80 and $400, respectively. These
expected timeframes and associated revenues are based on Mr. Golden's own
experience as a CPA practicing in New York City.
Assuming an average work day of 8 hours Mr. Golden can see 16 individual clients
or 4 small business clients. Associated daily revenues are $1,280 and $1,600.
These numbers are pro-forma in nature and are meant to show the capacity of the
Company without hiring additional employees and not a guarantee of future
revenues. Mr. Leon Golden, our sole Director and Officer has only committed 20
hours per week to Victoria Internet Services until such a time when demand
requires him to commit additional hours. Based on a 20 hour work week Associated
daily revenues would be $640 and $800 respectively.
PROJECTED EXPENSES
The information provided under this heading is forward looking information and
is subject to change.
Using the same assumptions as discussed in "Pro-Forma Revenues" section the only
real variable costs will be the labor costs associated with Mr. Leon Golden's
time. Assuming a wage of $4,000.00 per month (or 180 per working day) gross
profits before deducting fixed costs, interests, taxes and amortization will be
approximately $1,100 and $1,420 based on individual and small business clients.
Wages are used to show actual economic costs of a typical employee however our
sole Director and Officer Mr. Leon Golden will only be accepting a salary when
the Company achieves profitability. As shown in the "Use of Proceeds" table
$10,000 in annual salary has been budgeted for if $50,000 is raised and no
salary has been budgeted if $25,000 is raised.
SUMMARY
In summary, we are still in the process of raising funds from our most recent
offering and have not begun operations. We will not begin operations until we
have completed raising funds. Until we have reached a high and sustainable level
of clientele we do not believe our operations will be profitable. If we are
12
unable to attract new clients to pay for our services we may have to suspend or
cease operations. If we cannot generate sufficient revenues to continue
operations, we will suspend or cease operations. If we cease operations, we do
not know what we will do and we do not have any plans to do anything else.
Leon Golden, our president will be devoting approximately 20 hours a week to our
operations. Once we begin operations, and are able to attract more and more
clients, Mr. Golden has agreed to commit more time as required. Because Mr.
Golden will only be devoting limited time to our operations, our operations may
be sporadic and occur at times which are convenient to him. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a cessation of operations.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are a start-up company and have not generated
any substantial revenues. We cannot guarantee success of our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources and possible cost
overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FOR THE PERIOD ENDING DECEMBER 31, 2010
We did not earn any revenues from the fiscal year ending December 31 2010. Our
net loss for the fiscal year ended December 31, 2010 was ($29,922) compared to a
net loss of ($12,513) in 2009 and a net loss of $(42,435) during the period from
inception (October 9, 2009) to December 31, 2010. General and administrative
expenses incurred during the fiscal year ended December 31, 2010 were generally
related to corporate overhead, financial and administrative contracted services,
such as legal and accounting, and developmental costs.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
As at our fiscal year end December 31, 2010, our current assets were $68 and our
total liabilities were $15,753, which resulted in a working capital deficit of
($15,685). As at the fiscal year ended December 31, 2010, current liabilities
were comprised of $9,163 in loans from a shareholder and $6,590 in accrued
expenses.
Stockholders' equity decreased from $7,487 at December, 2009 to ($15,685) at
December 31, 2010.
We have not generated positive cash flows from operating activities. For the
fiscal year ended December 31, 2010, net cash flows used in operating activities
was ($29,322) .We have financed our operations primarily from either
advancements or the issuance of equity and debt instruments for the fiscal year
ended December 31, 2010. For the period from inception (October 9, 2009) to
13
December 31, 2010, net cash provided by financing activities was $35,913
received from sale of common stock and advances from Director. During the fiscal
year ending December 31, 2010 net cash flow provided by financing activities was
$8,750 received from loans from a shareholder and 6,750 from sale of equity.
RESULTS OF OPERATIONS FOR PERIOD ENDING DECEMBER 31, 2009
We earned $400 in revenues from our incorporation on October 9, 2009 to December
31, 2009. We incurred operating expenses in the amount of $12,913 for the period
from our inception on October 9, 2009 through August 31, 2009. These operating
expenses were comprised of development and offering expenses.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources and would be considered
material to investors. Certain officers and directors of the Company have
provided personal guarantees to our various lenders as required for the
extension of credit to the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements, together with the Report thereon of
Silberstein Ungar, PLLC, independent certified public accountants, are included
elsewhere in Item 15 as F-1 through F-10.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
We have had no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures with
our accountants for the year ended December 31, 2010 or any interim period.
We have not had any other changes in nor have we had any disagreements, whether
or not resolved, with our accountants on accounting and financial disclosures
during our two recent fiscal years or any later interim period.
ITEM 9A. CONTROLS AND PROCEDURES (ITEM 9A(T))
a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, Chief Executive Officer
14
and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were not effective
such that the information required to be disclosed by us in reports filed under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure. A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives. Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Often, one or two individuals
control every aspect of the Company's operation and are in a position to
override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a
rigorous set of software controls.
Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2010. In making this assessment, our Chief Executive Officer and
Chief Financial Officer used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
-- Integrated Framework. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer, concluded that, as of December 31, 2010, our
internal control over financial reporting were not effective.
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended December 31, 2010, there was no change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
15
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth certain information with respect to our
directors, executive officers and key employees.
Name Age Position
---- --- --------
Leon Golden 38 President, CEO, Secretary, Treasurer,
CFO, and Director
Leon Golden - PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY, TREASURER, CHIEF
FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER AND OUR SOLE DIRECTOR.
Since October 9, 2009, Mr. Golden has been our President, Chief Executive
Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting
Officer and sole member of our Board of Directors. For the past three years, Mr.
Golden has had his own CPA practice in New York City, and prior to that he
worked as a public accountant for Brian L. Friendman CPA PC, a New York City CPA
firm for fifteen years. Mr. Golden serves on the board of directors of Sunrise
Energy Resources Inc. (OTCBB:SEYR and Victoria Industries Inc. (OTCBB-VIIN). Mr.
Golden holds a B.S. degree in Accounting from Brooklyn College.
Mr. Golden has been chosen to serve as our director based on his experience as a
CPA as well as his business ownership experience in the industry of accounting
as well as his public company experience from positions currently held.
Mr. Golden devotes approximately 20 hours per week to our operations, and will
devote additional time as required. Mr. Leon Golden is the Chief Financial
Officer of Victoria Industries, Inc. (OTCBB: VIIN) and an independent director
of Sunrise Energy Resources, Inc. (OTCBB: SEYR)
During the past five years, Mr. Golden has not been the subject of the following
events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Golden was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Golden's
involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.
16
COMPENSATION OF DIRECTORS
We do not pay our Directors any fees in connection with their role as members of
our Board. Directors are not paid for meetings attended at our corporate
headquarters or for telephonic meetings. Our Directors are reimbursed for travel
and out-of-pocket expenses in connection with attendance at Board meetings. Each
board member serves for a one year term until elections are held at each annual
meeting.
Directors are elected at the Company's annual meeting of Stockholders and serve
for one year until the next annual Stockholders' meeting or until their
successors are elected and qualified. Officers are elected by the Board of
Directors and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board. The Company reimburses all
Directors for their expenses in connection with their activities as directors of
the Company. Directors of the Company who are also employees of the Company will
not receive additional compensation for their services as directors.
FAMILY RELATIONSHIPS
There are no family relationships on the Board of Directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer of
the Company: (1) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of any competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; and (4) being found by a court of
competent jurisdiction (in a civil action), the Commission or the commodities
futures trading commission to have violated a Federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ended December 31, 2010, the
compensation awarded to, paid to, or earned by, our Chief Executive Officer and
our Chief Technology Officer whose total compensation was zero.
17
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred
Name and Stock Option Plan Compensation All Other
Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year ($) ($) ($) ($) ($) ($) ($) ($)
-------- ---- --- --- --- --- --- --- --- ---
Leon Golden 2010 -- -- -- -- -- -- -- --
President,
CEO, Secretary,
Treasurer, CFO,
and Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
None.
OPTION EXERCISES AND STOCK VESTED TABLE
None.
PENSION BENEFITS TABLE
None.
NONQUALIFIED DEFERRED COMPENSATION TABLE
None.
ALL OTHER COMPENSATION TABLE
None.
PERQUISITES TABLE
None.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
None.
18
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to our financial
performance, our stock price, or any other measure.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial
ownership of the common stock as of December 31, 2010, by (i) each person who is
known by the Company to own beneficially more than 5% of the any classes of
outstanding Stock, (ii) each director of the Company, (iii) each officer and
(iv) all directors and executive officers of the Company as a group.
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other purpose. We
believe that each individual or entity named has sole investment and voting
power with respect to the securities indicated as beneficially owned by them,
subject to community property laws, where applicable, except where otherwise
noted. Unless otherwise stated, the address of each person is 2 East Congress
St., Suite 900 Tucson, AZ 85701.
Name, Title and Percent of Class
Address of Amount of --------------------
Beneficial Owner Beneficial Before After
Title Of Class of Shares Ownership Offering Offering
-------------- --------- --------- -------- --------
Common Stock Leon Golden 4,000,000 100% 84.5%
President, CEO,
Secretary, Treasurer,
CFO, and Director
----------
(1) Based on 4,675,000 issued and outstanding shares of common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
There have been no material transactions during the past two years between us
and any officer, director or any stockholder owning greater than 5% of our
outstanding shares, nor any of their immediate family members.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees related to services performed by Silberstein
Ungar, PLLC in 2010 and Fees related to services performed by Silberstein Ungar,
PLLC in 2009 were as follows:
19
2010 2009
Silberstein Silberstein
Ungar, Ungar,
PLLC PLLC
------- -------
Audit Fees $ 9,450 $ 4,250
Audit-Related Fees (2) 0 0
Tax Fees (3) 0 0
All Other Fees (4) 0 0
------- -------
Total $12,718 $ 4,250
======= =======
The Board of Directors has reviewed and discussed with the Company's management
and independent registered public accounting firm the audited financial
statements of the Company contained in the Company's Annual Report on Form 10-K
for the Company's 2008 fiscal year. The Board has also discussed with the
auditors the matters required to be discussed pursuant to SAS No. 114
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's financial statements.
The Board has received and reviewed the written disclosures and the letter from
the independent registered public accounting firm required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and has discussed with its auditors its independence from the Company. The Board
has considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the
inclusion of the audited financial statements be included in the Company's
Annual Report on Form 10-K for its 2010 fiscal year for filing with the SEC.
PRE-APPROVAL POLICIES
The Board's policy is now to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company's independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues paid
by the Company to its accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.
The Board pre-approved all fees described above.
20
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
23.1 Consent of auditors.(2)
31.1 Rule 13a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
and Chief Financial Officer (2)
31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer
and Chief Financial Officer (2)
32.1 Section 1350 Certification of the Chief Executive Officer and Chief
Financial Officer (2)
----------
(1) Incorporated by reference to the Form. S-1ended February 28, 2013, filed with the Securities and
Exchange Commission on October 14, 2009.
(2) Filed herein.
SIGNATURES
In accordance withJune 13, 2013 (the "Form 10-K"), is solely to furnish
Exhibit 101 to the requirementsForm 10-K. Exhibit 101 provides the financial statements and
related notes from the Form 10-K formatted in XBRL (Extensible Business
Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the
Form 10-K continues to speak as of the original filing date of the Form 10-K,
does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original
Form 10-K.
Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit
101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the registrant certifies that it has reasonable groundsSecurities Act
of 1934, as amended, and otherwise are not subject to believe that it meets allliability under those
sections.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation, incorporated by reference to like
numbered exhibit filed with the Registrant's registration statement
on Form S-1 filed March 11, 2010.
3.2 Articles of Amendment, incorporated by reference to Exhibit 3.1 of
Current Report on Form 8-K filed March 30, 202.
3.2 By -Laws, incorporated by reference to like numbered exhibit filed
with the Registrant's registration statement on Form S-1 filed
March 11, 2010.
10.1 Loan Agreement between Civiwize (proprietary) Limited (in the
process of changing its name to EARN-A-CAR ASSETS 1 (PROPRIETARY)
LIMITED) and ABSA BANK LIMITED, dated May 29, 2012, incorporated by
like number exhibit to the Registrant's Current Report on Form 8-K,
dated May 29, 2012.
14.1 Code of Ethics, incorporated by reference to like numbered exhibit
filed with the Registrant's amendment No. 1 to the Current Report
on Form 8-K, dated December 7, 2011.
22.1 Subsidiaries; Subsidiaries; 100 % owned by Earn-a-Car Pty Ltd,
Civiwize (proprietary) Limited (in the process of changing its name
to EARN-A-CAR ASSETS 1 (PROPRIETARY) LIMITED), a South African
corporation and Earn-A-Car (PTY), LTD., a South African
corporation.
31.1* Certification of the Chief Executive Officer pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2* Certification of the Chief Financial Officer pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1* Certifications of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2* Certifications of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
----------
* Previously filed
2
SIGNATURES
Pursuant to the requirements of filing on Form 10-K and authorizedthe Securities Exchange Act of 1934, the
registrant has duly caused this registration
statementreport to be signed on its behalf by the
undersigned, on the 29st day of
March 2011.thereunto duly authorized.
EARN-A-CAR, INC.
June 17, 2013 By: /s/ Leon Golden
------------------------------------
Leon Golden President, CEO,
Secretary, Treasurer, CFO, Director
In accordance withJohn Storey
----------------------------------------
John Storey
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Bruce Dunnington
----------------------------------------
Bruce Dunnington
Chief Financial Officer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933,1934, this registration statement wasreport
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates stated:
Signatures Title Date
---------- ----- ----
By: /s/ Leon Golden President, Chief Executive Officer, Secretary, March 29, 2011
------------------------------- Treasurer, Chief Financial Officer, Director
Leon Golden
21
VICTORIA INTERNET SERVICES CORP
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2010
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Toindicated.
Signature Title Date
--------- ----- ----
/s/ Graeme Hardie Chairman of the Board of Directors of
Victoria Internet Services, Inc.
Brooklyn, New York
We have audited the accompanying balance sheets of Victoria Internet Services,
Inc. (the "Company") as of December 31, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
periods ended December 31, 2010 and 2009 and the period from October 9, 2009
(Date of Inception) through December 31, 2010. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits 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 Victoria Internet Services,
Inc. as of December 31, 2010 and 2009 and the results of its operations and its
cash flows for the periods then ended and the period from October 9, 2009 (Date
of Inception) through December 31, 2010 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 limited working capital, has received
limited revenue from sales of products or services, and has incurred losses from
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are
described in Note 2. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
----------------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
March 17, 2011
F-1
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF DECEMBER 31, 2010 AND 2009
December 31, December 31,
2010 2009
-------- --------
ASSETS
Current Assets
Cash and cash equivalents $ 68 $ 13,900
-------- --------
Total Assets $ 68 $ 13,900
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accrued expenses $ 6,590 $ 6,000
Loan from shareholder 9,163 413
-------- --------
Total Liabilities 15,753 6,413
-------- --------
Stockholders' Equity (Deficit)
Common stock, par value $0.0000001; 100,000,000 shares
authorized, 4,675,000 and 4,000,000 shares issued and
outstanding as of December 31, 2010 and 2009, respectively 1 1
Additional paid in capital 26,749 19,999
Deficit accumulated during the development stage (42,435) (12,513)
-------- --------
Total Stockholders' Equity (Deficit) (15,685) 7,487
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 68 $ 13,900
======== ========
See accompanying notes to financial statements.
F-2
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED DECEMBER 31, 2010 AND 2009
PERIOD FROM OCTOBER 9, 2009 (INCEPTION) TO DECEMBER 31, 2010
For the period
from October 9, 2009
Year ended Period ended (Inception) to
December 31, December 31, December 31,
2010 2009 2010
---------- ---------- ----------
REVENUES $ 0 $ 400 $ 400
---------- ---------- ----------
OPERATING EXPENSES
Professional fees 16,362 6,000 22,362
Consulting fees 14,000 5,000 19,000
Web Development (1,500) 1,500 0
Incorporation costs 0 413 413
General and administrative 1,060 0 1,060
---------- ---------- ----------
TOTAL OPERATING EXPENSES 29,922 12,913 42,835
---------- ---------- ----------
NET LOSS FROM OPERATIONS (29,922) (12,513) (42,435)
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (29,922) $ (12,513) $ (42,435)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.01) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,195,411 1,831,325
========== ==========
See accompanying notes to financial statements.
F-3
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM OCTOBER 9, 2009 (INCEPTION) TO DECEMBER 31, 2010
Deficit
Accumulated
Common stock Additional During the
----------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Inception, October 9, 2009 -- $ -- $ -- $ -- $ --
Shares issued for cash at
$0.005 per share 4,000,000 1 19,999 -- 20,000
Net loss for the period
ended December 31, 2009 -- -- -- (12,513) (12,513)
--------- --------- --------- --------- ---------
Balance, December 31, 2009 4,000,000 1 19,999 (12,513) 7,487
Shares issued for cash at
$0.01 per share 675,000 0 6,750 -- 6,750
Net loss for the year
ended December 31, 2010 -- -- -- (29,922) (29,922)
--------- --------- --------- --------- ---------
Balance, December 31, 2010 4,675,000 $ 1 $ 26,749 $ (42,435) $ (15,685)
========= ========= ========= ========= =========
See accompanying notes to financial statements.
F-4
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED DECEMBER 31, 2010 AND 2009
PERIOD FROM OCTOBER 9, 2009 (INCEPTION) TO DECEMBER 31, 2010
Period from
October 9, 2009
Year ended Period ended (Inception) to
December 31, December 31, December 31,
2010 2009 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(29,922) $(12,513) $(42,435)
Changes in assets and liabilities:
Increase in accrued expenses 590 6,000 6,590
-------- -------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (29,332) (6,513) (35,845)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 6,750 20,000 26,750
Loan from shareholder 8,750 413 9,163
-------- -------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 15,500 20,413 35,913
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (13,832) 13,900 68
Cash, beginning of period 13,900 0 0
-------- -------- --------
CASH, END OF PERIOD $ 68 $ 13,900 $ 68
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0 $ 0 $ 0
======== ======== ========
Income taxes paid $ 0 $ 0 $ 0
======== ======== ========
See accompanying notes to financial statements.
F-5
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Victoria Internet Services, Inc. was incorporated in the State of Nevada on
October 9, 2009. We intend to commence operations in the business of online tax
preparation in the North American market. To date, the only operations we have
engaged in are the development of a business plan and the registration of the
domain name (www.victoriainternetservices.com) for our new website and provided
services for one client.
NOTE 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. The
Company has incurred losses since inception resulting in an accumulated deficit
of $42,435 as of December 31, 2010 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
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.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $68 and $13,900
of cash as of December 31, 2010 and 2009, respectively.
F-6
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when
incurred. The Company incurred advertising expense of $0 during the periods
ended December 31, 2010 and 2009.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of December 31, 2010.
F-7
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Victoria Internet Services does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Company's results
of operations, financial position or cash flow.
NOTE 4 - ACCRUED EXPENSES
Accrued expenses at December 31, 2010 and 2009 consisted of amounts owed to the
Company's outside independent auditors and lawyers for services rendered for
periods reported on in these financial statements and a consultant for 2010
services.
NOTE 5 - LOAN FROM SHAREHOLDER
On October 9, 2009, the sole Director June 17, 2013
-------------------------
/s/ John Storey CEO and President Leon Golden loaned the
Company $413. The loan is unsecured, non-interest bearing, and due on demand.
The director loaned an additional $8,750 during the year ended December 31,
2010. The new loans are also unsecured, non-interest bearing and due on demand.
The balance due to the shareholder was $9,163 and $413 as of December 31, 2010
and 2009, respectively.
NOTE 6 - COMMON STOCK
The authorized capital of the Company is 100,000,000 common shares with a par
value of $ 0.0000001 per share.
In November 2009, the Company issued 4,000,000 shares of common stock at a price
of $0.005 per share for total cash proceeds of $20,000.
During the year ended December 31, 2010, the Company issued 675,000 shares of
common stock for cash at $0.01 per share for total cash proceeds of $6,750.
There were 4,675,000 shares of common stock issued and outstanding as of
December 31, 2010.
F-8
VICTORIA INTERNET SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 8 - INCOME TAXES
As of December 31, 2010, the Company had net operating loss carry forwards of
approximately $42,435 that may be available to reduce future years' taxable
income through 2030. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The provision for Federal income tax consists of the following:
December 31, December 31,
2010 2009
-------- --------
Federal income tax benefit attributable to:
Current Operations $ 10,173 $ 4,254
Less: valuation allowance (10,173) (4,254)
-------- --------
Net provision for Federal income taxes $ 0 $ 0
======== ========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
December 31, December 31,
2010 2009
-------- --------
Deferred tax asset attributable to:
Net operating loss carryover $ 14,427 $ 4,254
Less: valuation allowance (14,427) (4,254)
-------- --------
Net deferred tax asset $ 0 $ 0
======== ========
NOTE 9 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to December 31, 2010 to MarchDirector June 17, 2011, the date these financial
statements were issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.
F-9
2013
-------------------------
John Storey
3