We do not consider ourself to be a blank check company and we do not have any plan, arrangement, or understanding to engage in a merger or acquisition with any other entity. Additionally, we have a specific business plan and have moved forward with our business operations. Specifically, while in the development stage, we are proceeding with our business plan by constructing and implementing an online health related directory. We have taken certain steps in furtherance of this business plan including establishing the website and programming. Our website is fully functioning and is capable of accepting orders from customers. We will earn a commission on each sale made through our website.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
Where You Can Find Us
Our principal executive office is located at 6312 Seven Corners Center, # 303, Falls Church, VA 22044 and our telephone number is 202-379-2834.
Our website is www.healthdirectoryresults.com.
Business Strategy and Objectives
Our automated online health directory allows ourwas intended to allow customers to advertise through ourthe Company’s website while keeping track of all sales generated through our directory. In that regard, our online portal gains commission on all sales generated through
CURRENT PLAN OF OPERATION
We have been dormant since September 2013. As of the website. A sophisticated tracking system cohesively worksdate of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with our website HTML code which tracks all clicks and sales generated by affiliates linked to our website. Our website also provides a “Live Chat” option, allowing visitors to pay a medical doctor by the minute for medical advice.
We believe that the key to our success is based on a few key factors. First, the website is maintained by HostGator. The website requires low maintenance, and all customers are responsible for interacting and responding to their own clients. Our customers are the product and service providers who would like advertise their products and services on our website. Second, our website is convenient for visitors because it provides information in one location that is available 24 hours per day, 7 days per week. We also believecompany or companies that we believe will obtain a strong reputation in the field byenhance our affiliation with companies thatbusiness plan. There are recognized as having the experience, credibility and dedication that visitors seek. Finally, by using Pay-Per-Click, Search Engine Optimization and other forms of online advertising,no assurances we expect that our website will maintain a monthly marketing plan that will result in additional clients and revenues.
Products and Services
We provide thirty sub-domain links where visitors can view, read, and buy products and services by other affiliate companies. With these thirty sub-domain links, Health Directory gains a certain amount of commission based on each product or service. This is all tracked using a tracking system, which is on our current domain. Our commissions earned are deposited directly into our bank account by our customers. Our CEO reconciles the accounts once a week.
Our website is commission based. As such prices are controlled by our affiliate partners and we generate revenues in the form of commissions from all sales generated from our website. These sales are maintained and tracked through a sales tracking system, which is linked through our HTML coding system. Our commission rate varies based on the product or service sold.
Market Opportunity
Through the internet, most people nowadays research their symptoms and shop online. Health Directory carries a 24 hours per day, 7 days per week live chat service for customers who need 1-on-1 conversations with real doctors. This service is used for questions and concerns, which might be useful and will make it easier for customers to gain information rather than to pay for expensive doctor visits.
We plan to link our website with thirty sub-domain websites, listed under Products and Services, which we will receive all commission earnings from each sale. By combining thirty sub-domain directories with Live Medical Chats, monthly advertisers, and Google Ad sense, we hope that HealthDirectoryResults.com will become the portal to a diverse set of health products and health information.
Due to the current economic downturn, and the soaring unemployment rates, we believe that the population is beginning to consider investing in their health and well-being. There is currently a growing number of citizens in the United States living without health insurance. As such, we believe that the current market will eventually become less reliant on face to face doctor visits and more reliant on web-based health information. We have created a live chat feature, allowing potential clients to chat one on one with medical doctors.
Website Marketing Strategy & Revenue Generation
We are a start-up company focused on building stable and long-term marketing programs. As such, we are focused on a strategic Internet marketing campaign consisting of Google Ad words. We provide thirty sub-domain links where visitors can view, read, and buy products and services from other companies who use our website as a platform to sell their products/services., instead of building and maintaining their own website. We earn a certain amount of commission based on each product sale. If a specific product/service is not selling, we can remove this product from our site at any time.
Our website marketing strategies can be broken into 4 segments:
Google Ad-sense: Ad-sense is an application which is run by Google, by managing our website text, images, and advertisements; by monetizing our content we generate revenue by having our visitors click on these links.
Social Media Optimization: Due to the current Internet market focusing on Social Media website, we will begin participating and creating a social status which will bring forth more loyal customers, reliability, and image towards the company.
Search Engine Optimization: Search Engine Optimization otherwise known as SEO, will make our website's content worthy of higher search engine ranking by being more relevant and competent than our competitors. After a few months worth of optimization, HealthDirectoryResults.com’s goal is to begin ranking near our competitors on search engines.
Blogs: Blogs are another current Internet strategy many companies are focusing on. By blogging updates and affiliate products, Health Directory Inc. will be engaging to future clients and visitors in an affable manner.
Competition
We are aware of other health directory related websites that provide similar services as the ones we seek to provide. These websites include: HealthBegin.com, Healthdirectorymoz.com, DirectoryHealthy.com, and TheHealthLinks.com. We believe that Health Directory, Inc. will be able to
increase customer interest and improve recognition and acceptanceconsummate any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspect of our
affiliate’s productsbusiness plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.Management will seek out and evaluate businesses for acquisition. The integrity and reputation of any potential acquisition candidate will first be thoroughly reviewed to ensure it meets with management’s standards. Once targeted as a potential acquisition candidate, we will enter into negotiations with the potential candidate and commence due diligence evaluation, including its financial statements, cash flow, debt, location and other material aspects of the candidate’s business. If we are successful in our attempts to acquire a company or companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution.
In implementing a structure for a particular acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, asset purchase, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, likely, our present interim management and shareholders will no longer be in control of our Company.
We will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by investingall of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties before and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
We believe there are certain perceived benefits to being a public company whose securities are publicly traded, including the following:
| ● | increased visibility in the financial community; |
| ● | greater ease in raising capital; |
| ● | compensation of key employees through stock options for which there may be a market valuation; and |
| ● | enhanced corporate image. |
There are also certain perceived disadvantages to being a trading company including the following:
| ● | required publication of corporate information; |
| ● | required filings of periodic reports with the Securities and Exchange Commission. |
Business entities, if any, which may be interested in a strong marketing campaign, increasingcombination with us may include the following:
| ● | a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; |
| ● | a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; |
| ● | a company which wishes to become public with less dilution of its securities than would occur upon an underwriting; |
| ● | a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; |
| ● | a foreign company which may wish an initial entry into the United States securities market; |
| ● | a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; |
| ● | a company seeking one or more of the other perceived benefits of becoming a public company. |
A business combination with a private company will normally involve the transfer to the private company of the majority of the issued and outstanding common stock of the Company. and the substitution by the private company of its own management and board of directors.
The proposed business activities described herein classify us as a “shell” company. The Securities and Exchange Commission and certain states have enacted statutes, rules, and regulations regarding the sales of securities of shell companies, as well as limitations on a shareholder’s ability to sell their “restricted” securities. Rule 144 is not available to a shareholder of a shell company unless and until the Company files a registration statement with the SEC that includes certain specific information about existing business operations of a registrant and thereafter must wait an additional one year to take advantage of that exemption from registration.
Rule 12b-2 of the 34 Act defines a shell company as a company that has:
| (1) | No or nominal operations; and |
| (ii) | Assets consisting solely of cash and cash equivalents; or |
| (iii) | Assets consisting of any amount of cash and cash equivalents and nominal other assets. |
We will continue to file all reports required of us under the Exchange Act until a business combination has occurred, or we organically build our monthly ad word budget and maintaining strong customer loyalty programs through our affiliates.
We plan to provide an organized and professional website with working links to actual products and services with few sub-domains with non-effective spam. We believe thatbusiness from the avoidance of excessive advertising on our sitecash raised from investors. A business combination will normally result in greater customer loyalty.
a change in the control and management of our Company. Since a principal benefit of a business combination with us would normally be considered our status as a reporting company, it is anticipated that we will continue to file reports under the Exchange Act following a business combination. No assurance can be given that this will occur or, if it does, for how long.EMPLOYEES
Except for our Court-appointed custodian who is acting as both our interim director and officer, we have no employees
Risks Related to Our Business
WE HAVE A LIMITED OPERATING HISTORY IN WHICH TO EVALUATE OUR BUSINESS.
We were incorporated in Nevada on September 29, 2010. We have no revenue to date and have a limited operating history upon which an evaluation of our future success or failure can be made. We estimate needing approximately $30,000 in order to fund our business operations for the next twelve months and to be able to sustain our continued business operations as a public company. If we are unable to generate the sufficient revenues needed to sustain our business operations, we may have to delay or cease the implementation of our business strategy.
OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated no revenue. Specifically the Company, while in the development stage, is proceeding with its business plan by constructing, updating and modifying its portal website for the movie community. If we cannot obtain sufficient funding, we may have to delay or cease the implementation of our business strategy.
WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANIES.
We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a relatively new company:
· Develop an effective business plan;
· Meet customer standards;
· Attain customer loyalty;
· Develop and upgrade our service
Our future will depend on our ability to bring our service to the market place, which requires careful planning of providing a portal that meets industry standards without incurring unnecessary cost and expense.
WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS. IF WE FAIL TO OBTAIN ADDITIONAL CAPITAL WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.
The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely that we will need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.
We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.
OUR ABILITY TO GENERATE REVENUE IS DEPENDENT UPON THE ABILITY OF OUR ADVERTISERS TO GENERATE SALES.
We earn revenue as a percentage of sales made on products and services offered by vendors on our website. To the extent that minimal sales needed to generate the revenue needed to sustain our operations are not made, we may not be able to continue our business operations.
WE MAY ENCOUNTER SUBSTANTIAL COMPETITION IN OUR BUSINESS AND OUR FAILURE TO COMPETE EFFECTIVELY MAY ADVERSELY AFFECT OUR ABILITY TO GENERATE REVENUE.
We believe that existing and new competitors will continue to improve their services and to introduce new services with competitive price and performance characteristics. We expect that we will be required to continue to invest in upgrading our website to compete effectively in our markets. Our competitors could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition. Furthermore, our more established competitors, who provide similar services, currently compete for the same pool of customers as well as compete for prospective advertisers. These competitors may make it difficult to attract customers as well as obtain revenue streams from advertising businesses.
WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
Our Chief Executive Officer (“CEO”) lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our CEO has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.
OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF HUMAIRA HAIDER. WITHOUT HER CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
We are presently dependent to a great extent upon the experience, abilities and continued services of Humaira Haider, our President and Chief Executive Officer. We currently have an employment agreement with Humaira Haider which expires on April 30, 2014. The loss of her services could have a material adverse effect on our business, financial condition or results of operation.
Risk Related To Our Capital Stock
WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.
Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 510,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are currently quoted on the Pink Sheets.
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
We are considered a “penny stock” as defined in the Exchange Act and the rules thereunder, unless the price of our shares of common stock is at least $5.00. We expect that our share price will remain less than $5.00. Unless our common stock is otherwise excluded from the definition of “penny stock”, the penny stock rules apply. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, the level of trading activity could be limited and it may be difficult for investors to sell our common stock.
WE ARE EXEMPT FROM THE REPORTING OBLIGATIONS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT AND THEREFORE MAY NOT HAVE TO PROVIDE INVESTORS WITH PERIODIC REPORTS AS MAY BE REQUIRED PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT.
The requirement for an issuer that has filed a registration statement to file pursuant to Section 15(d) of the Securities Exchange Act is suspended for any fiscal year, except for the fiscal year in which such registration statement becomes effective, if, at the beginning of the fiscal year, the issuer has fewer than 300 shareholders. We currently have fewer than 300 shareholders and expect to maintain a fewer than 300 shareholder base. Accordingly, we will be exempt from the filing requirements as required pursuant to Section 13 of the Securities Exchange Act and will not be required to file any periodic reports, including Form 10Q and 10K filings, with the SEC subsequent to this Form 10K required for the fiscal year in which our registration statement is effective.
UNTIL WE REGISTER A CLASS OF OUR SECURITIES UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 (“EXCHANGE ACT”), WE WILL ONLY BE SUBJECT TO THE PERIODIC REPORTING OBLIGATIONS IMPOSED BY SECTION 15(D) OF THE EXCHANGE ACT.
Until such time as we register a class of our securities under Section 12 of the Securities Exchange Act of 1934, we will only be subject to the periodic reporting obligations imposed by Section 15(d) of the Exchange Act. Accordingly, we will not be subject to the proxy rules, Section 16 short-swing profit provisions, beneficial ownership reporting, the bulk of the tender offer rules and the reporting requirements of Section 13 of the Exchange Act.
AS A SMALLER REPORTING COMPANY, OUR MANAGEMENT WILL BE REQUIRED TO PROVIDE A REPORT ON THE EFFECTIVENESS OF OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING, BUT WILL NOT BE REQUIRED TO PROVIDE AN AUDITOR’S ATTESTATION REGARDING SUCH REPORT AND MANAGEMENT’S REPORT NEED NOT BE PROVIDED UNTIL OUR SECOND ANNUAL REPORT. THEREFORE POTENTIAL INVESTORS MAY NOT BE MADE AWARE OF ANY ASSESSED WEAKNESS THAT COULD RESULT IN A MISSTATEMENT TO OUR FINANCIAL STATEMENTS.
As a smaller reporting company our management will be required to provide a report on the effectiveness of our internal controls over financial reporting, but will not be required to provide an auditor’s attestation regarding such report and management’s report need not be provided until our second annual report. Investors should be aware of the risk that management may assess and render the Company’s internal controls ineffective which could have a material adverse effect on the Company’s financial condition or result of operations and such information is not required to be disclosed to investors.include this disclosure in this Report.ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
None. Our principal executive office space is located at 6312 Seven Corners Center, # 303, Falls Church, VA 22044. Our telephone number is 202-379-2834.
being provided to us a no cost by our Court-appointed custodian. ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pendingmaterial legal proceedingproceedings, nor are we aware of any legal proceedings threatened or litigation and, to the bestin which any director or officer or any of our knowledge, no governmental authoritytheir affiliates is contemplating any proceeding to which we are a party adverse to our Company or to which any of our properties is subject, which would reasonably be likely to havehas a material interest adverse effect on the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
ITEM 5. MARKET FOR REGISTRANTSREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted on the OTCQB Pink Sheets under the symbol “HLTD.” The Pink Sheets is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity securities. A Pink Sheets equity security generally is any equity that is not listed or traded on a national securities exchange. However, the Company’s common stock is not currently trading and no market for the Company’s securities have developed over the last year.
Holders of Capital StockMARKET INFORMATION
As of June 28, 2012 we have 36 holders of our common stock.
As of the date of this registration statement,Report, we do not have any shareshad 36 holders of record for our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.
Common Shares.Stock Option GrantsDIVIDEND POLICY
We do not have any stock option plans.
Dividends
Since inception we have not paid any dividends onsince our common stock. We currentlyincorporation and do not anticipate paying any cashthe payment of dividends in the foreseeable future onfuture. At present, our common stock, when issued pursuantpolicy is to this offering. Although we intend to retain our earnings, if any, to finance the explorationdevelop and growth ofmarket our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
Paymentproducts. The payment of dividends in the future will depend upon,
among other factors, our earnings, capital requirements, and
other factors, which our Boardoperating financial conditions. The Securities Enforcement and Penny Stock Reform Act of Directors may deem relevant.
1990The Securities Authorized for Issuance under Equity Compensation Plans
We do not haveand Exchange Commission (the “Commission” or “SEC”) has adopted rules that regulate broker-dealer practices in
effect any compensation plans under which ourconnection with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information concerning transactions in such securities is provided by the exchange or system).While our common stock has not been approved for trading as of the date of this report, we expect that if and when so approved our Common Stock will be defined as a “penny stock” under the Securities and Exchange Act. It is anticipated that our Common Stock will remain a penny stock until the market price exceeds $5.00 per share.
The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser to sell his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The 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 Commission, which:
| ● | contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; |
| ● | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer concerning a violation to such duties or other requirements of the Securities Act of 1934, as amended; |
| ● | contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price; |
| ● | contains a toll-free telephone number for inquiries on disciplinary actions; |
| ● | defines significant terms in the disclosure document or the conduct of trading penny stocks; and |
| ● | contains such other information and is in such form (including language, type, size, and format) as the Securities and Exchange Commission shall require by rule or regulation. |
The broker-dealer also must provide, before effecting any transaction in a penny stock, to the customer:
| ● | the bid and offer quotations for the penny stock; |
| ● | the compensation of the broker-dealer and its salesperson in the transaction; |
| ● | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
| ● | monthly account statements showing the market value of each penny stock held in the customer’s account. |
Also, the penny stock rules require that before a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
STOCK TRANSFER AGENT
Our stock transfer agent is Globex Transfer, LLC located at 780 Deltona Blvd. Suite 202, Deltona, Florida, 32725, telephone number (813) 344-4490
REPORTS
We are authorized for issuance
ITEM 6. SELECTED FIANANCIAL DATA
FINANCIAL DATA.Not applicable because we are a smaller reporting company.
applicable.ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONSCONDITION AND RESULTS OF OPERATIONS.
OPERATIONSThe following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read alongin conjunction with our audited financial statements and notes thereto. This section includes a numberthereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements that reflectin the following discussion and elsewhere in this Report and any other statement made by, or on our current viewsbehalf, whether or not in future filings with respect to future eventsthe Securities and financial performance.Exchange Commission. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, projectstatements not based on historical information and similar expressions, or words which by their nature, referrelate to future events. You should not place undue certainty on these forward-looking statements. These forward-lookingoperations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, concerning future business decisions, are subject to certain riskschange. These uncertainties and uncertainties thatcontingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our predictions.
behalf. We were incorporated in the State of Nevada on September 29, 2010 as Health Directory, Inc. and are based in Falls Church, VA. We are a development stage company and have not yet commenced operations. However, we are proceeding with our stated business plan of creating and providing a health related online directory. We have begun taking certain steps in furtherance of our business plan, including the construction and implementation of our fully functioning website. As part of our business plan, we seekdisclaim any obligation to potentially link over fifty advertisers who provide various medical services and gain commission on everything sold based on the advertisers’ products and services.
We are a health related online directory, linking over fifty advertisers who provide various medical services. This online portal gains commission on everything sold based on their products and services. A built in tracking system cohesively tracks all clicks and sales generated by affiliates from our website. Advertisers are responsible for any logistics from customer service to the delivery of products. By providing this service to numerous advertising website sub-domains, we believe we will be able to earn revenues through our one website. Our health related online directory offers a network of alternative medical services and products for customers who need natural, non-prescription products through the internet.
We do not consider ourselves to be a blank check company and we do not have any plan, arrangement, or understanding to engage in a merger or acquisition with any other entity. Additionally, we have a specific business plan and have moved forward with our business operations. Specifically, while in the development stage, we are proceeding with our business plan by constructing and implementing an online health related directory. We have taken certain steps in furtherance of this business plan including establishing the website and programming. Our websiteupdate forward-looking statements.The Company is fully functioning and is capable of accepting orders from customers. We will earn a commission on each sale made through our website.
currently dormant. See Plan of Operation in Item 1We are a health related online directory, linking advertisers who provide various medical services. We provide thirty sub-domain links where visitors can view, read, and buy products and services from our customers. With these thirty sub-domain links, Health Directory gains a certain amount of commission based on each product or service. This is all tracked using a tracking system, which is on our current domain. Advertisers are responsible for any logistics from customer service to the delivery of products.
Currently our business relies on getting business through Google Ad searches however, we expect to begin marketing our website in the third quarter. We anticipate incurring $1,200 each quarter in marketing expenses. Over the next twelve months we will continue testing products on our website to determine which products/services generate the most revenue for us. We expect the trend of on-line shopping to increase.
Results of Operations
For the period from September 29, 2010 (inception) through March 31, 2012, we had no revenue. Expenses for the fiscal year ended March 31, 2012, resulted in a net loss of $96,788. Expenses for the period from September 29, 2010 (inception) through March 31, 2012 totaled $105,963 resulting in a net loss of the same amount.
Capital Resources and Liquidity
As of March 31, 2012 we had $7,813 in cash. We received proceeds equal to $38,070 related to the sale of 759,400 common shares of stock through our private offering on November 29, 2010 and incurred $96,788 in expenses for the fiscal year ended March 31, 2012. GOING CONCERN
Our management anticipates utilizing $50,000 towards salary and other operational expenses, excluding legal and accounting fees. We anticipate our legal, auditing, and filing costs to increase as a result of being a public company. We expect our legal, accounting and various filing fees will amount to approximately $35,000 per year as a result of being a public company. We anticipatefinancial statements accompanying this Report have been prepared assuming that we will need approximately $50,000 in the next twelve months in order to maintain our day to day operations. We believe that if our customers combined are able to achieve on average 10 sales per day at an average commission to us equal to $60 per sale, we will be able to meet our long term and short term cash flow needs by generating expected revenues equal to $18,000 per month. If we are unable to meet our short term or long term cash flow needs, our CEO will contribute the capital needed to maintain operations. If we are unable to meet our short term or long term cash flow needs, we may have to delay or cease the implementation of our business strategy.
While we are attempting to commence operations and produce revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While we believe in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern, is dependent uponwhich contemplates the Company’s ability to further implement its business planrealization of assets and generate revenues.
We anticipate that depending on market conditions and our planliquidation of operations, we may incur operating lossesliabilities in the foreseeablenormal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. Therefore,See “Part II, Item 8, Financial Statements and Supplementary Data.”LIQUIDITY AND CAPITAL RESOURCES
We have no revenue-producing operations or other sources of income as of the date of this Report, nor have we had any revenue since inception. See “Plan of Operation” above herein for an explanation of our auditorscurrent business activities.
It is our current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that these events will be satisfactorily completed or at terms acceptable to us. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by us to successfully implement these plans would have raised substantial doubt abouta material adverse effect on our abilitybusiness, including the possible inability to continue asoperations.
All funds to maintain operations has been provided by our Court-appointed custodian.
Contractual Obligations
As a going concern. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months. In the event that“smaller reporting company”, we are not ablerequired to generate sufficient revenue andprovide tabular disclosure obligations.
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 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Inflation
Although our operations are influenced by general economic conditions, we do not have sufficient cash assets to continue asbelieve that inflation had a public company, we may engage in discussions with other entities to enter into a possible merger or acquisitionmaterial effect on our results of operations during the year ended March 31, 2020.
Critical Accounting Policies and Estimates
Critical accounting estimates – The discussion and analysis of our company. Duefinancial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our inabilityestimates based on historical experience and on various other assumptions that are believed to obtain adequate financingbe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and therefore our inability to successfully implement our business plan, it is possibleliabilities that weare not readily apparent from other sources. Actual results may need to cease operations and pursue a potential reverse merger candidate.differ from these estimates under different assumptions or conditions.
Recently Issued Accounting Pronouncements
FASB Accounting Standards Update No. 2011-05
In June 2011,Stock-based Compensation – We account for stock-based compensation using the FASB issuedfair value method following the guidance outlined in section 718-10 of the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which wasCodification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the resultcost of a joint project with the IASB and amends the guidanceemployee services received in ASC 220, Comprehensive Income, by eliminating the option to present componentsexchange for an award of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net incomeinstruments based on the face of the statement of comprehensive income.
The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
FASB Accounting Standards Update No. 2011-08
In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that thegrant-date fair value of a reporting unitthe award (with limited exceptions). That cost will be recognized over the period during which an employee is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculateprovide service in exchange for the fair value of aaward- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Recent Accounting Pronouncements
On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.
The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.
FASB Accounting Standards Update No. 2011-10
In December 2011,January 1, 2018, are presented under ASC 606. As of and for the FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to howyear ended March 31, 2018, our financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation ariseswere not materially impacted as a result of default on nonrecourse debtthe application of the subsidiaries.
The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.
FASB Accounting Standards Update No. 2011-11
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entityTopic 606 compared to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.
The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
FASB Accounting Standards Update No. 2011-12
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.
All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Other Recently Issued, but not Yet Effective Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
Topic 605.ITEM 7A. QUANTITIATIVEQUANTITATIVE AND QUALITATIVE DISCLOUSURESDISCLOSURES ABOUT MARKET RISK
Not applicable because weRISK.We are a smaller reporting company.
company and are not required to provide the information under this item pursuant to Regulation S-K.ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Health Directory, Inc.
(A Development Stage Company)
March 31, 2012 and 2011
IndexDATAReference is made to the Financial Statements,
Contents | Page(s) |
| |
Report of Independent Registered Public Accounting Firm | F-2 |
| |
Balance Sheets at March 31, 2012 and 2011 | F-3 |
| |
Statements of Operations for the Fiscal Year Ended March 31, 2012 and 2011, and for the Period from September 29, 2010 (Inception) through March 31, 2012 | F-4 |
| |
Statement of Stockholders’ Equity (Deficit) for the Period from September 29, 2010 (Inception) through March 31, 2012 | F-5 |
| |
Statements of Cash Flows for the Fiscal Year Ended March 31, 2012 and 2011, and for the Period from September 29, 2010 (Inception) through March 31, 2012 | F-6 |
| |
Notes to the Financial Statements | F-7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm
To the Boardshareholders and the board of Directors and Stockholdersdirectors of
Health Directory, Inc.
(A development stage company)
Falls Church, Virginia
Sollensys Corp.Opinion on the Financial Statements
We have audited the accompanying balance sheets of Health Directory, Inc., a development stage company,Sollensys Corp. (the “Company”"Company"), as of March 31, 20122020 and 2011 and2019, the related statements of operations, Stockholders’stockholders' equity (deficit), and cash flows for the fiscal years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for the period from September 29, 2010 (inception) through March 31, 2012. years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on thesethe Company's financial statements based on our audits.
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. 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 considerationAs part of our audits we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposespurpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An
Our audit includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amountamounts and disclosures in the financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,Substantial Doubt about the financial statements referredCompany’s Ability to above present fairly, in all material respects, the financial position of the CompanyContinue as of March 31, 2012 and 2011, and the related statements of operations, Stockholders’ equity (deficit) and cash flows for the fiscal years then ended, and for the period from September 29, 2010 (inception) through March 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
a Going ConcernThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 32 to the financial statements, the Company has a deficit accumulated during the development stage at March 31, 2012 and had a net loss and net cash used inCompany’s significant operating activities for the fiscal year then ended, respectively with no revenue earned since inception, all of whichlosses raise substantial doubt about the Company’sits ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Li & Company, BF Borgers CPA PC
Li & Company,BF Borgers CPA PC
We have served as the Company's auditor since 2020
Lakewood, CO
April 29, 2020
Skillman, New Jersey
June 28, 2012
Health Directory, Inc. |
(A Development Stage Company) |
Balance Sheets |
| | | March 31, 2012 | | | March 31, 2011 | |
| | | | | | | |
| Assets | | | | | | |
| Current assets | | | | | | |
| Cash | | $ | 7,813 | | | $ | 25,000 | |
| Stock subscriptions receivable | | | - | | | | 13,070 | |
| | | | | | | | | |
| Total current assets | | | 7,813 | | | | 38,070 | |
| | | | | | | | | |
| Total assets | | $ | 7,813 | | | $ | 38,070 | |
| | | | | | | | | |
| Liabilities and stockholders' equity (deficit) | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accrued expenses | | $ | 23,706 | | | $ | 7,175 | |
| | | | | | | | | |
| Total current liabilities | | | 23,706 | | | | 7,175 | |
| | | | | | | | | |
| Total Liabilities | | | 23,706 | | | | 7,175 | |
| | | | | | | | | |
| Stockholders' equity (deficit) | | | | | | | | |
| | | | | | | | | |
| Preferred stock: $0.001 par value: 10,000,000 shares authorized; | | | | | | | | |
| none issued or outstanding | | | - | | | | - | |
| Common stock: $0.001 par value: 500,000,000 shares authorized; | | | | | | | | |
| 3,759,400 and 2,759,400 shares issued and outstanding, respectively | | | 3,759 | | | | 2,759 | |
| Additional paid-in capital | | | 86,311 | | | | 37,311 | |
| Deficit accumulated during the development stage | | | (105,963 | ) | | | (9,175 | ) |
| | | | | | | | | |
| Total stockholders' equity (deficit) | | | (15,893 | ) | | | 30,895 | |
| | | | | | | | | |
| Total liabilities and stockholders' equity (deficit) | | $ | 7,813 | | | $ | 38,070 | |
| | | | | | | | | |
| See accompanying notes to the financial statements. |
Health Directory, Inc. |
(A Development Stage Company) |
Statements of Operations |
| | | | | | For the Period from September 29, 2010 | | | For the Period from September 29, 2010 | |
| | | March 31, 2012 | | | March 31, 2011 | | | March 31, 2012 | |
| | | | | | | | | | |
| Revenues | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Operating expenses | | | | | | | | | | | | |
| General and administrative expenses | | | 1,485 | | | | - | | | | 1,485 | |
| Professional fees | | | 39,803 | | | | 7,175 | | | | 46,978 | |
| Compensation - officer | | | 55,500 | | | | 2,000 | | | | 57,500 | |
| | | | | | | | | | | | | |
| Total operating expenses | | | 96,788 | | | | 9,175 | | | | 105,963 | |
| | | | | | | | | | | | | |
| Loss before taxes | | | (96,788 | ) | | | (9,175 | ) | | | (105,963 | ) |
| | | | | | | | | | | | | |
| Income tax provision | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Net loss | | $ | (96,788 | ) | | $ | (9,175 | ) | | $ | (105,963 | ) |
| | | | | | | | | | | | | |
| Net loss per common share: | | | | | | | | | | | | |
| - Basic and diluted | | $ | (0.03 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | | | | | | | |
| - basic and diluted | | | 3,090,000 | | | | 2,209,757 | | | | | |
| | | | | | | | | | | | | |
| See accompanying notes to the financial statements. |
Health Directory, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Period from September 29, 2010 (Inception) through March 31, 2012
| | | Common Stock, $0.001 Par Value | | | Additional | | | Deficit Accumulatedduring the | | | Total | |
| | | | | | Amount | | | | | | Development Stage | | | | |
| | | | | | | | | | | | | | | | |
| Balance, September 29, 2010 (inception) | | | 2,000,000 | | | $ | 2,000 | | | $ | - | | | $ | - | | | $ | 2,000 | |
| | | | | | | | | | | | | | | | | | | | | |
| Contribution to capital | | | | | | | - | | | | 100 | | | | - | | | | 100 | |
| | | | | | | | | | | | | | | | | | | | | |
| Shares issued at $0.05 per share for cash | | | | | | | | | | | | | | | | | | | | |
| from December 1, 2010 through March 31, 2011 | | | 759,400 | | | | 759 | | | | 37,211 | | | | - | | | | 37,970 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | (9,175 | ) | | | (9,175 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2011 | | | 2,759,400 | | | | 2,759 | | | | 37,311 | | | | (9,175 | ) | | | 30,895 | |
| | | | | | | | | | | | | | | | | | | | | |
| Shares issued to officer for compensation valued | | | | | | | | | | | | | | | | | | | | |
| at $0.05 per share on December 1, 2011 | | | 1,000,000 | | | | 1,000 | | | | 49,000 | | | | | | | | 50,000 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | (96,788 | ) | | | (96,788 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2012 | | | 3,759,400 | | | $ | 3,759 | | | $ | 86,311 | | | $ | (105,963 | ) | | $ | (15,893 | ) |
SeeSOLLENSYS CORP.
Balance Sheets
| | | March 31, | | | March 31, | |
| | | 2020 | | | 2019 | |
| | | | | | | |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | - | | | $ | - | |
| Total assets | | $ | - | | | $ | - | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accrued expenses | | | 31,429 | | | $ | 31,429 | |
| Advance from stock holder | | | 54,342 | | | | 54,342 | |
| Loans payable related party | | | 26,100 | | | | - | |
| Total current liabilities | | | 111,871 | | | | 85,771 | |
| Total liabilities | | | 111,871 | | | | 85,771 | |
| | | | | | | | | |
| Commitments and contingencies | | | - | | | | - | |
| | | | | | | | | |
| Stockholders’ Equity: | | | | | | | | |
| Preferred stock, Series A, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2020 and 2019 | | | - | | | | - | |
| Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 502,075,402 issued and outstanding as of March 31, 2020 and March 31, 2019, respectively | | | 502,075 | | | | 502,075 | |
| Additional paid-in capital | | | - | | | | - | |
| Retained earnings deficit | | | (613,946 | ) | | | (587,846 | ) |
| Total stockholders’ equity(deficit) | | | (111,871 | ) | | | (85,771 | ) |
| Total liabilities and equity | | $ | - | | | $ | - | |
The accompanying notes toare an integral part of the consolidated financial statements.
SOLLENSYS CORP.
Statements of Operations
| | | Year ended | | | Year ended | |
| | | March 31, | | | March 31, | |
| | | 2020 | | | 2019 | |
| | | | | | | |
| Operating expenses: | | | | | | |
| General and administrative -related party | | $ | 26,100 | | | $ | - | |
| Total operating expenses | | | 26,100 | | | | - | |
| Income loss from operations | | | | | | | | |
| Other income (expense) | | | | | | | | |
| Total other income (expense) | | | - | | | | - | |
| Net loss | | $ | (26,100 | ) | | $ | - | |
| | | | | | | | | |
| Basic and diluted earnings (loss) per common share | | $ | (0.00 | ) | | $ | - | |
| | | | | | | | | |
| Weighted-average number of common shares outstanding: | | | | | | | | |
| Basic and diluted | | | 502,075,402 | | | | 502,075,402 | |
The accompanying notes are an integral part of the consolidated financial statements.
Health Directory, Inc.
(A Development Stage Company)
SOLLENSYS CORP.
Statements of Cash Flows
| | | | | | For the Period from September 29, 2010 | | | For the Period from September 29, 2010 | |
| | | March 31, 2012 | | | March 31, 2011 | | | March 31, 2012 | |
| | | | | | | | | | |
| Cash flows from operating activities: | | | | | | | | | |
| Net loss | | $ | (96,788 | ) | | $ | (9,175 | ) | | $ | (105,963 | ) |
| | | | | | | | | | | | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | |
| Common share issued for compensation | | | 50,000 | | | | 2,000 | | | | 52,000 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Accrued expenses | | | 16,531 | | | | 7,175 | | | | 23,706 | |
| | | | | | | | | | | | | |
| Net cash used in operating activities | | | (30,257 | ) | | | - | | | | (30,257 | ) |
| | | | | | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Captial contribution | | | - | | | | 100 | | | | 100 | |
| Collection of stock subscription receivable | | | 13,070 | | | | - | | | | 13,070 | |
| Proceeds from sale of common stock | | | - | | | | 24,900 | | | | 24,900 | |
| | | | | | | | | | | | | |
| Net cash provided by financing activities | | | 13,070 | | | | 25,000 | | | | 38,070 | |
| | | | | | | | | | | | | |
| Net change in cash | | | (17,187 | ) | | | 25,000 | | | | 7,813 | |
| | | | | | | | | | | | | |
| Cash, beginning of period | | | 25,000 | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash, end of period | | $ | 7,813 | | | $ | 25,000 | | | $ | 7,813 | |
| | | | | | | | | | | | | |
| Supplemental disclosure of cash flows information: | | | | | | | | | | | | |
| Interest aid | | $ | - | | | $ | - | | | $ | - | |
| Income tax paid | | $ | - | | | $ | - | | | $ | - | |
See| | | Year ended | | | Year ended | |
| | | March 31, | | | March 31, | |
| | | 2020 | | | 2019 | |
| | | | | | | |
| Cash flows from operating activities of continuing operations: | | | | | | |
| Net loss | | $ | (26,100 | ) | | $ | - | |
| Net cash provided by (used in) operating activities | | | | | | | | |
| | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | |
| Related party loan | | | 26,100 | | | | - | |
| Net cash provided by (used in) financing activities | | | 26,100 | | | | - | |
| | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | | - | | | | - | |
| Cash and cash equivalents at beginning of period | | | - | | | | | |
| Cash and cash equivalents at end of period | | | - | | | $ | - | |
| | | | | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | | | |
| Cash paid for interest | | $ | - | | | $ | - | |
| Cash paid for income taxes | | $ | - | | | $ | - | |
The accompanying notes toare an integral part of the consolidated financial statements.
SOLLENSYS CORP.
Statements of Changes in Stockholder’s Equity
| | | Preferred Stock | | | | | | Additional | | | Retained | | | Total | |
| | | Series A | | | Common stock | | | Paid-in | | | Earnings | | | Stockholders’ | |
| | | Shares | | | Value | | | Shares | | | Value | | | Capital | | | (Deficit) | | | Equity | |
| March 31, 2018 | | | - | | | $ | - | | | | 502,075,402 | | | $ | 502,075 | | | $ | - | | | $ | (587,846 | ) | | $ | (85,771 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net (loss) | | | | | | | | | | | | | | | | | | | | | | | - | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2019 | | | - | | | | - | | | | 502,075,402 | | | | 502,075 | | | | - | | | | (587,846 | ) | | | (85,771 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | (26,100 | ) | | | (26,100 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2020 | | | - | | | $ | - | | | | 502,075,402 | | | $ | 502,075 | | | $ | - | | | $ | (613,946 | ) | | $ | (111,871 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
Health Directory, Inc.
(A Development Stage Company)
MarchSOLLENSYS CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2012 and 2011
2020 AND 2019Notes to the Financial Statements
NoteNOTE 1 – Organization and Operations
Health Directory, Inc.ORGANIZATION AND DESCRIPTION OF BUSINESSSollensys Corp. (“Health Directory”Sollensys” or the “Company”), was formerly a development stage company, was incorporated on September 29, 2010, under the laws of the State of Nevada. Initial operations haveplans included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities hasefforts involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has not generated any revenues since inception. Effective July 30, 2012, the holder of 3,000,000 shares, or approximately 79.8% of Sollensys Corporation, (the “Company”) then outstanding voting securities, executed a written consent in accordance with Section 78.320 of the NRS, approving the amendment to the Articles of Incorporation to change the Company’s name to Sollensys Corp. and increase the common shares authorized to 1,500,000,000 and increase the preferred shares authorized to 25,000,000, and to split each outstanding share of common stock into 131.69 shares of common stock.
The Company planshas been dormant since September 30, 2012.
On December 27, 2019, the Eighth Judicial District Court of Clark County Nevada, pursuant to link over fifty advertisersCase number A-19-805633-B appointed Custodian Ventures, LLC as the custodian of Sollensys Corp. David Lazar, who provide various medical servicescontrols Custodian Ventures was subsequently named the only interim officer and earn commission on all salesdirector of the advertisers’ productsCompany and services.
is considered a related party for the purposes of financial statement presentationThe Company’s accounting year-end is December 31.
NoteNOTE 2 – Summary of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation
The Company’saccompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United StatesStates.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of America (“U.S. GAAP”).
Development Stage Company
assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company
has incurred significant operating losses since inception. As of March 31, 2020, the company had a working capital deficit of $111,871 and negative shareholders’ equity of $613,946.Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is a development stage companycurrently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, as defined by section 915-10-20an interim measure to finance working capital needs and may continue to raise additional capital through the sale of the FASB Accounting Standards Codification.common stock or other securities and obtaining some short-term loans. The Company is still devoting substantially all ofwill be required to continue to so until its efforts on establishingoperations become profitable. Also, the businessCompany has, in the past, paid for consulting services with its common stock to maximize working capital, and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
intends to continue this practice where feasible.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S.US GAAP 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 reportingreported amounts of revenues and expenses during the reporting period.
The Company’smost significant estimates relate to income taxes and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; and the assumption that thecontingencies. The Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience, known or expected trends and on various other assumptions that are believed to be reasonable in relation togiven the quality of information available as of the date of these financial statements taken as a whole under the circumstances, thestatements. The results of which formthese assumptions provide the basis for making judgmentsestimates about the carrying valuesamounts of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from thosethese estimates.
Fair ValueRevenue Recognition
We have not generated any revenue since inception.
On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of Financial Instruments
and for the year ended March 31, 2020, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.Cash and cash equivalents
The Company follows paragraph 825-10-50-10considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2020, and March 31, 2019, the Company’s cash equivalents totaled $0 and $0 respectively.
Income taxes
The Company accounts for income taxes under FASB ASC 740,“Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05,“Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Stock-based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosuresdisclosure about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”)Stock-Based Compensation. This section requires a public entity to measure the fair valuecost of its financial instruments. Paragraph 820-10-35-37employee services received in exchange for an award of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1 | | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| | |
Level 2 | | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| | |
Level 3 | | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization isequity instruments based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.
Fiscal Year-End
The Company elected March 31st as its fiscal year ending date.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Stock-Based Compensation for Obtaining Employee Services
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on thegrant-date fair value of the consideration received oraward (with limited exceptions). That cost will be recognized over the fair value ofperiod during which an employee is required to provide service in exchange for the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
The fair value of options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:
● | Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation. |
● | Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. |
● | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments. |
● | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments. |
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis overaward- the requisite service period
(usually the vesting period). No compensation cost is recognized for
equity instruments for which employees do not render the
entire award.requisite service.
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended March 31, 2012 or 2011.
Net Income (Loss)Loss per Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss)loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.year. Diluted net income (loss)earnings per common share is computedcalculations are determined by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
There were no potentially outstandingand dilutive shares for the fiscal year ended March 31, 2012 or 2011.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASBcommon share equivalents outstanding.Recent Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently Issued Accounting Pronouncements
FASB Accounting Standards Update No. 2011-05
In June 2011,February 2016, the FASB issued the FASB Accounting Standards UpdateASU No. 2011-05 “Comprehensive Income” (“ASU 2011-05”)2016-02, Leases (Topic 842), which was the result ofestablishes a joint project with the IASB and amends thenew lease accounting model for lessees. The updated guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whetherrequires an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustmentsrecognize assets and liabilities arising from OCI to net income on the face of the statement of comprehensive income.
financing and operating leases, along with additional qualitative and quantitative disclosures. The amendments in this Update should be applied retrospectively and areamended guidance is effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
FASB Accounting Standards Update No. 2011-08
2018, with early adoption permitted. In September 2011,March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“issued ASU 2011-08”). This Update is2018-10,Codification Improvements to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described Topic 842, Leases in Topic 350. Under the amendmentsJuly 2018. Also in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.
The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.
FASB Accounting Standards Update No. 2011-10
In December 2011,2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements,which provides an optional transition method whereby the FASB Accounting Standards Update No. 2011-10 “Property, Plantnew lease standard is applied at the adoption date and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update isrecognized as an adjustment to resolveretained earnings. The amendments have the diversity in practicesame effective date and transition requirements as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of defaultnew lease standard.We adopted ASC 842 on nonrecourse debt of the subsidiaries.
January 1, 2019. The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.
FASB Accounting Standards Update No. 2011-11
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare theirguidance did not have any impact on our financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.
The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
FASB Accounting Standards Update No. 2011-12
statements.In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.
All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Other Recently Issued, but not Yet Effective Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NoteNOTE 3 – Going Concern
The accompanying financial statements have been prepared assuming thatLOANS PAYABLE RELATED PARTYDuring the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at March 31, 2012, and a net loss and net cash used in operating activities for the fiscal year then ended, respectively, with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Related Party Transactions
Free Office Space
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.
Employment Agreement
The Company entered into an employment agreement (“Employment Agreement”) with its president and chief executive officer (“Employee”) commencing May 1, 2011, which requires that the Employee be paid a minimum of $500 per month for three (3) years from date of signing. Either the employee or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.
Pursuant to the Employment Agreement the Company recorded $5,000 and $2,000 for the fiscal year ended March 31, 2012 and 2011, respectively.
2020, the Company’s operating expenses of $26,100 was funded by the Company’s Court-appointed custodian in the form of an interest-free demand loan for the same amount.Note 5NOTE 4 – Stockholders’ Equity
Shares Authorized
Upon formationSTOCKHOLDERS EQUITYPreferred Stock Series A
On March 21, 2020, the total numberCompany filed a Certificate of Designation to authorize 10,000,000 shares of all classesSeries A Preferred Stock (“Series A”). Among other rights, the holders of stock which the Company is authorized to issue is Five Hundred Ten Million (510,000,000) shares of which Ten Million (10,000,000)Series A preferred shares shall be Preferred Stock, par value $0.001 perhave the right to convert each share and Five Hundred Million (500,000,000) shares shall be Common Stock, par value $0.001 per share.
Common Stock
On September 29, 2010, the Company issued 2,000,000 common shares to its Chief Executive Officer at the par value of $0.001 perSeries A into one share or $2,000 for compensation upon formation of the Company.
For the period from December 1, 2010 through December 31, 2010, the Company sold 252,000 shares of its common stock at $0.05 per share or $12,600 in aggregate to 10 individuals.
For the period from January 1, 2011 through March 31, 2011, the Company sold 507,400a conversion price of $0.0002. There were no Series A shares of its common stock at $0.05 per share or $25,370 in aggregate to 25 individuals.
On December 1, 2011, the Company issued 1,000,000 common shares to its Chief Executive Officer at $0.05 per share or $50,000 for compensation.
Payments Received from Stock Subscription Receivable
On April 6, 2011, April 7, 2011 and April 13, 2011, payments of $13,070 in the aggregate were received from the sale of 261,400 of the 759,400 shares sold from December 1, 2010 through March 31, 2011. Since these payments were received prior to the issuance of these financial statements, they were reflected as an asset on the balance sheetoutstanding as of March 31, 2011.
Capital Contribution
In October 2010, the Company’s Chief Executive Officer contributed $100 for the general working capital to the Company.
Note 6 – Income Tax Provision
Deferred Tax Assets
At March 31, 2012, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $105,963 that may be offset against future taxable income through 2032. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $36,027 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. 2020.Common Stock
The Company has provided a full valuation allowance on the deferred tax assets becauseauthorized 1,500,000,000 shares of the uncertainty regarding its realizability. The valuation allowance increased approximately $32,907 and $3,120 for the fiscal year ended$0.001 common stock. As of March 31, 20122020, and 2011, respectively.
Components of deferred tax assets at March 31, 20122019, respectively, there were 502,075,402 shares issued and 2011 are as follows:
| | | March 31, 2012 | | | March 31, 2011 | |
| Net deferred tax assets – non-current: | | | | | | | | |
| | | | | | | | | |
| Expected income tax benefit from NOL carry-forwards | | $ | 36,027 | | | $ | 3,120 | |
| | | | | | | | | |
| Less valuation allowance | | | (36,027 | ) | | | (3,120 | ) |
| | | | | | | | | |
| Deferred tax assets, net of valuation allowance | | $ | - | | | $ | - | |
Income Tax Provision in the Statementsoutstanding. NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments of Operations
A reconciliation of the federal statutory income tax rateMarch 31, 2020, and the effective income tax rate as a percentage of income before income taxes is as follows:
| | | For the Fiscal Year Ended March 31, 2012 | | | For the Fiscal Year Ended March 31, 2011 | |
| | | | | | | | | |
| Federal statutory income tax rate | | | 34.0 | % | | | 34.0 | % |
| | | | | | | | | |
| Change in valuation allowance on net operating loss carry-forwards | | | (34.0 | ) | | | (34.0 | ) |
| | | | | | | | | |
| Effective income tax rate | | | 0.0 | % | | | 0.0 | % |
2019Note 7NOTE 9 – Subsequent Events
The CompanySUBSEQUENT EVENTSIn accordance with ASC 855-10 management has evaluated allsubsequent events that occurred after the balance sheet datefrom March 31, 2020, through the date when the financial statements were available to be issued to determine if they must be reported. The Management of the Companyand has determined that there wereare no reportable subsequent events to be disclosed.items requiring disclosure.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We do not presently intend to change accountant. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b)Disclosure Controls and Procedures–Our Court-appointed interim CEO has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (“Exchangeas amended (the “Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosureReport.
These controls and procedures are effectivedesigned to ensure that information required to be disclosed by the Company in the reports thatwe file or submit pursuant to the Company files or submits under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company’s management, including the Company’sour CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our CEO concluded that our disclosure controls and procedures were effective as of March 31, 2020, at reasonable assurance levels
We believe that our financial statements presented in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.
Inherent Limitations – Our CEO does not expect that our disclosure controls and procedures will prevent all errors and all 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. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.
Changes in Internal Control over Financial Reporting – There were no changes in our internal control over financial reporting during our fiscal year ended March 31, 2020, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.
Management's AnnualManagement Report on Internal Control Overover Financial Reporting.
TheReportingOur management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting foras defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Company. OurExchange Act. Those rules define internal control system wasover financial reporting as a process designed to in general, provide reasonable assurance to the Company’s management and board regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements but becausefor external purposes in accordance with generally accepted accounting principles and include those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal controlcontrols over financial reporting may not prevent or detect misstatements. Also, projectionsProjections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our managementManagement assessed the effectiveness of the Company’sour internal control over financial reporting as of March 31, 2012. The framework2020. In making this assessment, our management used by management in making that assessment was the criteria set forthestablished in the document entitled “Internal Control – Integrated Framework”Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO).
Based on thatits assessment, our management has determinedCEO concluded that as of March 31, 2012, the Company’s2020, our disclosure controls and procedures and internal control over financial reporting was effective for the purposes for which it is intended.were effective.
ITEM 9B. OTHER INFORMATION
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The following table sets forthCompany’s court-appointed custodian representative, David Lazar is currently serving as the nameCompany’s interim CEO and agedirector.
David Lazar, 29, is a private investor with business experience. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of ourDico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.
Other expertise includes early stage company capital restructuring, debt financing, capital introductions, and mergers and acquisitions.
Mr. Lazar was selected to serve as a director due to his knowledge of the capital markets, his judgment in assessing business strategies and accompanying risks, and his expertise with emerging growth companies. David Lazar is the Company’s sole officer andpromoter.
The above-listed interim director aswill serve until the next annual meeting of June 29, 2012. Our Executive officer is elected annually by our Board. Our executive officer holds officethe shareholders or until she resigns, are removed by the Board,their death, resignation, retirement, removal, or her successor isdisqualification, or until their successors have been duly elected and qualified.
Name | Age | Position |
Humaira Haider | 41 | Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director |
Set forth below isVacancies in the existing Board of Directors are filled by a
brief descriptionmajority vote of the
backgroundremaining Directors. Officers serve at the will of the Board of Directors.Board Committees
As of the date of this Report, we do not have any committees of our Board of Directors. We expect to appoint outside Directors to serve on our Board in the near future, but as of the date of this Report, we have not identified such prospective Directors. Once appointed and business experiencewe become a reporting company, of which there is no assurance, we expect to form an Audit Committee, a Compensation Committee, a Corporate Governance Committee, and a Nominating Committee.
Family Relationships
There are no family relationships between any of our Directors or executive officers.
Director Independence
Our Board is currently composed of one member. This member of our Board of Directors is not considered an independent director. We evaluated independence in accordance with the rules of The New York Stock Exchange, Inc., which generally provides that a director is not independent if: (i) the director is, or in the past three years has been, an employee of ours; (ii) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (iii) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (iv) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (v) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers and directors forserves on the past five years.
Humaira Haider, Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director. Humaira Haider iscompensation committee; or (vi) the founder of Health Directory Inc. She has spent the last four years working as an intern at various hospitals as follows: UCLA Medical Center, Los Angeles, California (2009 – 2011), Cedars Sinai Medical Center, Los Angeles, California (2008 – 2009), and Yale New Haven Hospital, New Haven, Connecticut (2007 – 2008). As an intern at eachdirector or a member of the aforementioned hospitals, she spent mostdirector’s immediate family is an executive officer of her time assisting surgeons as neededa company that makes payments to, or receives payments from, us in the emergency room. Prior to being an intern, Dr. Haider, received a PhD degree from the University of Heidelberg, Germanyamount which, in 2006 and an MD and bachelor’s degree in Microbiology from the University of Maryland in 1996.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has,any twelve-month period during the past ten years:
· | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
· | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
· | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
· | been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
· | been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
· | been 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), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Exceptthree years, exceeds the greater of $1,000,000 or 2% of that other company’s consolidated gross revenues.Once we achieve trading status, of which there can be no assurance, we will ensure that our committees, as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.
Employment Agreements
We entered into an employment agreement (“Employment Agreement”) with our president and chief executive officer , Humaira Haider, commencing May 1, 2011, which requires that Ms. Haider be paid a minimum of $500 per month for three (3) years from date of signing. Either Ms. Haider or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.
Code of Ethics
We currently do not have a code of ethics that applies to our officers, employees and directors.
Board Committees
Our Board of Directors has no separate committees andwell as our Board of Directors, acts ascomply with all the audit committee andrequirements of a public company under the compensation committee. We do not have an audit committee financial expert serving on our Boardauspices of Directors.
the OTC Marketplace.Section 16(a) Beneficial Ownership Reporting Compliance
The Company does not have a classSection 16(a) of securities registered under the Securities Exchange Act and therefore its directors, executiveof 1934 (the “34 Act”) requires our officers and anydirectors and persons holdingowning more than ten percent of the Company’s common stock areCommon Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in our Form 10-K and proxy statement those individuals for whom one of the above-referenced reports was not filed on a timely basis during the most recent year or prior years. To our best knowledge, there has been no change in the holdings of any of our affiliates and no reports were required to comply with Section 16be filed.
Code of the Exchange Act.
EthicsOur board of directors has not adopted a code of ethics
ITEM 11. EXECUTIVE COMPENSATION
The following summary compensation table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the namedour executive officers paid by us for the period from March 31, 2011 through March 31, 2012.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Non-Qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Totals ($) | |
Humaira Haider, President, Chief Financial Officer, Treasurer, Secretary, Director | | 2011 | | $ | 5,500 | | | | 0 | | | $ | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | $ | 5,500 | |
Option Grants Table. There were no individual grantsofficers. We do not currently have an established policy to provide compensation to members of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from March 31, 2011 through March 31, 2012.
Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised since inception from March 31, 2011 through March 31, 2012 by the executive officers named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officers in the last completed fiscal year under any LTIP
CompensationBoard of Directors
Directors are permitted to receive fixed fees and other compensation for their services
as directors. The Boardin that capacity, although we may choose to adopt a policy in the future.SUMMARY COMPENSATION TABLE
| Name and Principal Position | | Year | | Salary
($) | | | Bonus
($) | | | Option
Awards
($) | | | All Other
Compensation
($) | | | Total
($) | |
| | | | | | | | | | | | | | | | | | |
| | 2020 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| David Lazar | | 2019 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Compensation of Directors has
None
Stock Plan
None
We have not adopted a stock plan but may do so in the authorityfuture.
Employment Agreements
None of our executive officers are party to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
Employment Agreements
We entered into anany employment agreement (“Employment Agreement”) with our president and chief executive officer , Humaira Haider, commencing May 1, 2011, which requires that Ms. Haider be paid a minimum of $500 per month for three (3) years from date of signing. Either Ms. Haider or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.
Compensation Committee Interlocks and Insider Participation
The Board of Directors has no nominating, auditing or compensation committees or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
us.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERSThe following table providessets forth certain information regarding the namesownership of Common Stock and addressesPreferred Stock voting with the Common Stock as of the date of this Report by (i) each person known to us to own more than 5% of our outstanding shares of common stockCommon Stock as of June 28, 2012 and by the date of this Report, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors individually and executive officers as a group. Except asUnless otherwise indicated, all shares are owned directly and the shareholders listed possessesindicated person has sole voting and investment power with respect topower. The information provided is based upon 502,075,404 Common Shares issued and outstanding as of the shares shown.date of this Report.
| Class of Shares | | Name and Address | | | # of Shares | | | % of Class | |
| | | | | | | | | | |
| Common | | MIDDLE EAST VENTURES FZE BC5 CITY CENTER P.O. BOX 10055, RAS AL KHAIMAH FREE ZONE, RAS AL KHAIMAH UAE, RAS AL KHAIMAH DUBAI, UC | | | | 395,070,000 | | | | 78.69 | |
| | | | | | | | | | | | |
| Preferred | | David Lazar | | | | 20,000,000 | | | | 100 | |
| | | | | | | | | | | | |
| Name | | | Number of Shares Beneficially Owned | | | Percent of Class (1) | |
| Humaira Haider | | | 3,000,000 | | | 79.8% | |
| 5806 Falls Gate Court | | | | | | | |
| Falls Church, VA 22041 | | | | | | | |
| | | | | | | | |
| All Executive Officers and Directors as a group (1 person) | | | 3,000,000 | | | 79.8% | |
(1) Based on 3,759,400 shares of common stock outstanding as of June 28, 2012
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Transaction With Related Persons
Immediately after incorporation ofParty TransactionsThe Company’s Court-appointed custodian has loaned the Company on September 29, 2010 we issued 3,000,000 shares of common stock to Humaira Haider for consideration of founder services.
Other than the above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:
| (A) | Any of our directors or officers; |
| (B) | Any proposed nominee for election as our director; |
| (C) | Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or |
| (D) | Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company. |
Director Independence
Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship, which$26,100 in the
opinionform of
an interest-free demand loan Director Independence
None of our current directors are deemed “independent” pursuant to SEC rules. We anticipate appointing independent directors in the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
· | the director is, or at any time during the past three years was, an employee of the company; |
· | the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); |
· | a family member of the director is, or at any time during the past three years was, an executive officer of the company; |
· | the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); |
· | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. |
We do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee.
foreseeable future.ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
SERVICES.Fees Paid to Independent Registered Public Accounting Firms
The following table sets forth thepresents fees billedfor professional audit services rendered by BF Borgers CPA PC, our principal independent accountant, Li & Company, P.C., for each ofauditors, during our last two fiscal years for the categoriesended March 31, 2020, and 2019:
| | March 31,
2020 | | | March 31,
2019 | |
| Audit Fees | | $ | | | | $ | | |
| | | | | | | | |
| Tax Fees | | | - | | | | - | |
| All Other Fees | | | | | | | | |
| Total | | $ | | | | $ | | |
Audit Fees. Consist of services indicated.
| | | Years Ended March 31, | |
| Category | | 2012 | | | 2011 | |
| Audit Fees | | $ | 7,000 | | | $ | 5,000 | |
| Audit Related Fees | | | 0 | | | | 0 | |
| Tax Fees | | | 0 | | | | 0 | |
| All Other Fees | | | 0 | | | | 0 | |
Audit fees. Consists of feesamounts billed for the audit ofprofessional services rendered for our annual financial statements review ofincluded in our Registration Statement filed on Form S-1, our Annual Report on Forms 10-K review offor our quarterly financial statements, review of our Forms 10-Q and services that are normally provided by the accountant in connection with year-end and interim statutory and regulatory filings or engagements.fiscal year ended March 31, 2020.
Audit-related fees.Tax Fees. Consists of feesamounts billed for the review of registration statements, audit related consulting and services that are normally provided by the accountant in connection with non year end statutory and regulatory filings or engagements.
Tax fees. Consists of professional services rendered by our principal accountant for tax compliance,return preparation, tax adviceplanning, and tax planning.advice.
Pursuant to the requirementsAll Other Fees. Consists of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
· | approved by our audit committee; or |
· | entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management. |
amounts billed for services other than Audit Fees.We do not have an audit committee and as a result, our entire Board of Directors performs the duties of an audit committee. Our entire boardBoard of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response toDirectors evaluates the new rules. Therefore, our board of directors does not have records of what percentagescope and cost of the above fees were pre-approved. However, allengagement of an auditor before the above servicesauditor renders audit and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.non-audit services.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a) Documents filed as part of this Annual Report
1. Financial Statements
2. Financial Statement Schedules
The following exhibits are included herewith:
| | |
101.INS ** | | XBRL InstanceInstances Document |
| | | |
101.SCH ** | | XBRL Taxonomy Extension Schema Document |
| | | |
101.CAL ** | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | | |
101.DEF ** | | XBRL Taxonomy Extension Definition Linkbase Document |
| | | |
101.LAB ** | | XBRL Taxonomy Extension Label Linkbase Document |
| | | |
101.PRE ** | | XBRL Taxonomy Extension Presentation Linkbase Document |
(1) | Incorporated by reference to Form S-1 filed with the SEC on May 27, 2011. |
(2) | Incorporated by reference to Amendment No. 1 to the Form S-1/A filed with the SEC on July 14, 2011. |
| |
* | Filed herewith. |
** | In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a partSIGNATURES Pursuant to the requirements of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this reportAnnual Report to be signed on its behalf by the undersigned thereuntothereunder duly authorized.
| | HEALTH DIRECTORY, INC. | SOLLENYSIS CORP |
| | | | |
Date: JuneDated: April 29, 20122020 | By: | /s/ Humaira Haider | |
| Name: | Humaira Haider | |
| Title: | Name: Humaira Haider
Position: President,
Principal Executive Officer,
Principal Financial Officer
Principal Accounting Officer, Director
| David Lazar |
| | | | David Lazar, Principal Executive Officer Principal Accounting Officer, Director, and Secretary |
Pursuant toIn accordance with the requirements of the Securities Exchange Act, of 1934, this reportAnnual Report has been signed below by the following persons on behalf of the registrant and in the capacities andindicated on the dates indicated.
April 29, 2020.Name | | Title | Date |
| | /s/ David Lazar | |
/s/ Humaira Haider | | President, Chief Financial Officer, Secretary andDavid Lazar, Director | June 29, 2012 |
Humaira Haider | | (Principal Executive Officer) | |
| | (Principal Financial and Accounting Officer) | |
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