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EX-31.1 - Mobile Presence Technologies Inc. | v170943_ex31-1.htm |
EX-32.2 - Mobile Presence Technologies Inc. | v170943_ex32-2.htm |
EX-31.2 - Mobile Presence Technologies Inc. | v170943_ex31-2.htm |
EX-32.1 - Mobile Presence Technologies Inc. | v170943_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
Fiscal Year Ended September 30,
2009
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _______________ to
_____________________
Commission
file
number: 333- 141327
China
Shandong Industries Inc.
|
(Exact
name of registrant as specified in its
charter)
|
DELAWARE
|
20-8545693
|
State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization
|
Identification
No.)
|
No. 2888
Qinghe Road, Development Zone Cao County , Shandong Province, Peoples Republic
of China 274400
(Address
of principal executive
offices) (Zip
code)
Mobile
Presence Technologies, Inc., 51 Belmont Ave., Northampton, MA 01060
(Former
Name and Address and Former Fiscal Year if Changed since Last
Report)
Registrant’s
Telephone Number, including area code: (86) 5303431658
Securities
Registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Name
of each exchange where registered
|
None
|
Not
applicable
|
Securities
Registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.0001 per share
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act
o
Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.
o
Yes x No
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes x No o
The
aggregate market value of voting and non-voting stock held by non-affiliates of
the registrant as of December 31, 2009 was $3,498,600.
There
were 25,725,000 shares of common stock outstanding as of December 31,
2009.
DOCUMENTS
INCORPORATED BY REFERENCE
None
TABLE OF
CONTENTS
China
Shandong Industries Inc.
FORM
10-K
INDEX
Page
|
||
PART
I
|
EXPLANATORY
NOTE
|
|
Item
1.
|
Business
|
1
|
Item
1A.
|
Risk
Factors
|
4
|
Item
2.
|
Properties
|
9
|
Item
3.
|
Legal
Proceedings
|
10
|
Item
4.
|
Submission of Matters to a Vote
of Security Holders
|
10
|
PART
II
|
||
Item
5.
|
Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
|
10
|
Item
6.
|
Selected Financial
Data
|
10
|
Item
7.
|
Management’s Discussion and
Analysis of Financial Condition and Results of
Operation
|
11
|
Item
7A.
|
Quantitative and Qualitative
Disclosures About Market Risk
|
|
Item
8.
|
Financial Statements and
Supplementary Data
|
12
|
Item
9.
|
Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure
|
12
|
Item
9A.
|
Controls and
Procedures
|
12
|
Item
9B.
|
Other
Information
|
15
|
PART
III
|
||
Item
10.
|
Directors, Executive Officers and
Corporate Governance
|
15
|
Item
11.
|
Executive
Compensation
|
16
|
Item
12.
|
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
|
17
|
Item
13.
|
Certain Relationships and Related
Transactions, and Director
Independence
|
17
|
Item
14.
|
Principal
Accounting Fees and Services
|
17
|
PART IV
|
||
Item
15.
|
Exhibits, Financial Statement
Schedules
|
18
|
Index to Consolidated Financial
Statements
|
18
|
|
Index to
Exhibits
|
18
|
|
Signatures
|
19
|
-I-
EXPLANATORY
NOTE
AS
INDICATED IN A CURRENT REPORT ON FORM 8-K, DATED NOVEMBER 6, 2009 AND FILED
AND AMENDED ON NOVEMBER 12, 2009 (THE “SUPER 8-K”), THE COMPANY HAS ENTERED INTO
A TRANSACTION WHERE IT CHANGED ITS BUSINESS OPERATIONS BY ACQUIRING ANOTHER
BUSINESS (THE “NOVEMBER 6, 2009 TRANSACTION”). IN ADDITION, THE COMPANY CHANGED
ITS FISCAL YEAR TO DECEMBER 31, 2009. THIS ANNUAL REPORT ON FORM 10-K IS BEING
FILED SO THAT THERE IS NO QUESTION AS TO WHETHER THE COMPANY HAS MET ITS FILING
OBLIGATIONS. IN CONNECTION OF THE TRANSACTION, THE COMPANY CHANGED ITS TRADING
SYMBOL FROM “MBPI” TO “CSNH”, EFFECTIVE ON JANUARY 4, 2010. THIS
ANNUAL REPORT ON FORM 10-K HAS BEEN WRITTEN AS THOUGH IT HAD BEEN PREPARED AN
FILED IMMEDIATELY AFTER THE END OF THE COMPANY’S SEPTEMBER 30, 2009 TRANSACTION
OR THE OTHER EVENTS DESCRIBED IN THE SUPER 8-K. HOWEVER, TO REDUCE READER
CONFUSION, IN WRITING THIS ANNUAL REPORT ON FORM 10-K WE HAVE, IN MANY PLACES,
ACKNOWLEDGED THAT THE BUSINESS DESCRIBED HEREIN IS OUR PAST BUSINESS.
ACCORDINGLY, IT DOES NOT DESCRIBE THE CURRENT BUSINESS OF THE COMPANY AND SHOULD
NOT BE RELIED UPON BY OUR SHAREHOLDERS AS A DESCRIPTION OF THE COMPANY AND ITS
BUSINESS AFTER THE DATE OF THE SUPER 8-K.
Part I
FORWARD
LOOKING STATEMENTS
This
annual report contains forward-looking statements as that term is defined in
section 27A of the United States Securities Act of 1933, as amended, and section
21E of the United States Securities Exchange Act of 1934, as amended. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as “may”,
“should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”,
“project”, “predict”, “potential”, or “continue” or the negative of these terms
or other comparable terminology. These statements speak only as of the date of
the current, that is the assumed date, of this report, to wit, October 1, 2009.
In particular, this current report contains forward-looking statements
pertaining to the following:
• capital
expenditure programs;
• projections
of market prices or costs;
• the
ability or inability of the company to raise additional capital;
• acceptance
of our proposed product(s) and our ability to complete the development
thereof.
Item
1.
|
Business
|
OUR
FORMER PROPOSED BUSINESS
We
intended to become a provider of software that enhances the utility of cellular
telephones and possibly other mobile devices and handheld devices. We were not
operational at fiscal year end, but anticipated commencing operations within the
next six months contingent on the receipt of additional financing of between $1
million and $3 million. Our primary focus was to hire management
personnel in both marketing and technical areas. We acknowledge that
the economic downturn of 2008 and the development of competing applications for
cell phones which have become available in the last few years made the
development of our business much less likely.
1
Overview
We were
incorporated in February 2007 as a Delaware corporation. We were
formed to develop and provide software and services to enhance the use of
cellular phones and other hand held communication devices. Our first
product, under early development was “Shopfinder NOW”. Shopfinder NOW
would have provided a service where a user could have been advised on his
cellular telephone of products and services which meet specific pre-stated
conditions, based upon a detailed profile the customer has
entered. As a result of the November 6, 2009 Transaction previously
reported in the Super 8-K, we are no longer seeking to further the development
of that product or the related business.
If we had
been successful in developing this and other associated software products, we
would have then marketed our products to a variety of stake-holders including
cellular telephone manufacturers, or Cellular Carriers (Service Providers),
advertising agencies and the like. Management believed that once were
publicly traded, we would be able to raise additional funds to hire software
developers and marketing personnel who would have been necessary for us to
operate. Our products would have only been successful in the
marketplace if they represented unique enhancements not available elsewhere.
Further these services had to be created at price points attractive to the
various stakeholders as well as end users. Until the November 6, 2009
Transaction we were continually seeking to develop additional products, but had
not succeeded in doing so.
Any
products we had developed would have had to be compatible for use on current
cellular and handheld devices operating on several platforms.
Formerly
Proposed Products and Services
Our
proposed mobile communication enhancement software was to be designed to be
intuitive and to address needs of primarily of the non-youth segments of the
cellular telephone user community. It was then managements, unproven
belief, that this segment was underserved; and would have placed a premium on
the content, timeliness and value of the information provided rather than on the
“slickness” of the message which appears to characterize a younger
marketplace.
ShopfinderNOW was to be our
first proposed product. When operational, it would have been offered on a
subscription basis to telephone customers and merchants. Shopfinder
NOW would have enabled the telephone subscriber to locate nearby subscriber
merchants based on the profile previously entered. Fees would have been
collected from both the telephone user that subscribes as well as from
merchants. Shopfinder NOW would have taken advantage of the location information
that is available in connection with cellular phone service to help the
subscriber locate his preferred hotels, restaurants and stores. Shopfinder NOW
never became operational and is not being developed by us.
Formerly
Planned Sales and Marketing
Our
marketing effort was to have been a vital part of our operation. We would have
been required to market to OEM’s, cellular carriers, direct to consumer as well
as to the advertising sponsors and merchants. In addition, in the case of
Shopfinder NOW, we might have been required to build a subscriber base of
cellular telephone users and merchants. We had allocated a significant portion
of our proposed operating budget to this marketing effort that might have
included hiring marketing personnel, advertising in trade publications, and, if
required, advertising in the general media.
Need
for Strategic Relationships in our Prior Proposed Business
We had no
strategic partners and had intended to seek to enter into alliances with the
stakeholders characterized above and other software designers to increase the
possibility of our success in the cellular telephone market. We never were able
to undertake those efforts and no longer plan to do so.
2
Technology
Related to Our Former Business
Because
we did not have any existing relationships with any companies, our software
products were to be developed to operate in a multitude of operating
environments. If we failed to accomplish this, we would have been
foreclosed from marketing our products to certain market segments. To
address this concern, management had allocated a significant portion of our
effort to software development.
While
complex to implement well, the software required for each business function to
perform properly is either available off the shelf from existing vendors; or can
be created using industry standard programming tools, techniques and
platforms. While it is difficult to predict with any confidence
the time and expense it would have taken to get each business function on line,
the technology risk is relatively minimal, as all the existing components
already exist.
Intellectual
Property Rights Related to Our Prior Business
We had
not, nor did we intend to apply for patent protection for Shopfinder
NOW. If other products had been developed, management would have from
time to time reviewed the advisability of seeking a patent or taking other
action to protect our intellectual rights in our products. However,
even if we were to secure a patent for one of our products or a component
thereof, it is impossible to predict whether that patent would afford meaningful
protection to us or would be found by a court to infringe upon the patents of
others and subject us to an award of damages. We are no longer
developing software products.
Service
Quality and Client Care Related to Cellular Telephone Software
We
believed that customer goodwill was vital to our growth. In addition to waiting
for the receipt of capital, we intend to delay the roll out of our products
until we were confident that the product would have had a zero error experience,
until we can successfully operate to the benefit of the subscribers. We believed
that delaying our potential revenue stream would have been a wise investment if
there was a reward in reliability that results in customer goodwill. We intended
to actively monitor and analyze our subscriber’s usage experiences with customer
satisfaction surveys.
We will
also planned to seek to review our performance with our customers on a regular
basis, set specific performance improvement goals, and modify our operations
accordingly. We believed that feedback from our customers would have contributed
to repeat business.
Competition
in our former business
In our
former business, we would have competed with cellular telephone software
developers for developers, as well as the in-house development capabilities of
cell phone manufacturers and carriers. As essentially we were
proposing to be a new form of advertising media: we would have also competed for
advertising dollars from the traditional advertising base.
The
principal competitive factors in the conferencing market are price and the
uniqueness of the software product. There are few regulatory barriers to entry
into our business.
Suppliers
to our Former Business
In our
former business we had intended to utilize computers and other office
equipment that is readily available from many sources and do not anticipate that
actions by suppliers will materially impact our operations. However,
if we had one forward in our proposed business we would have also been utilizing
the infrastructure of, and attempting to sell services to cellular
carriers. These carriers, may or may not have desired to work with,
or buy products from us. In addition, market forces might have
aligned in such a manner as to have these same cellular carriers act also as our
competition.
3
Regulation
of Our Former Proposed Business
Although
the telecommunications industry has historically been subject to extensive
regulation, we believed that deregulation over the past few decades would have
allowed us to operate independently of any material governmental
regulation.
Employees
of Our Former Operations
As of
September 30, 2009 we had no employees. Our officer served us on a part time
basis without compensation. If we had become fully operational, we foresaw the
need for five technical employees, at least two clerical employees, and
marketing and sales personnel as determined by management’s judgment of our
business’ needs.
Item
1A Risk Factors.
This
section describes the Risks associated with our former business and
operations.
In
addition to other information in this annual report, the following risk factors
should be carefully considered in evaluating our former business because such
factors might have had a significant impact on our business, operating results,
liquidity and financial condition. As a result of the risk factors set forth
below, actual results could have differed materially from those projected in any
forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently considered to be immaterial, might have also
impact our business, operating results, liquidity and financial condition. If
any such risks had occurred, our business, operating results, liquidity and
financial condition could have been materially affected in an adverse manner.
Under such circumstances, the trading price of our securities could have
declined, and you might have lost all or part of your investment.
Risks
Related to Our Former Business
We were not yet operational and would
have required substantial additional funds. We intend to enter the
business of offering software enhancements and advertising to cellular telephone
service which will be marketed to and hopefully adopted by a variety of parties
including: cellular phone manufacturers, cellular carriers, direct marketing to
consumers, and marketing to traditional advertisers for direct
targeting.
However,
we had not yet hired any personnel, acquired the necessary equipment or
otherwise begun operations. Our activities to September 30, 2009 had been
organizational and developmental (pre-operational). We believed that our then
available funds and our financing commitments would have been sufficient to meet
our anticipated needs for our business plan in the pre-operational stage for at
least the next twelve months. We would have had to raise additional funds of $1
to $3 million to begin testing and additional funds to truly become operational,
implement our business plan, develop new cell phone features, respond to
competitive pressures or acquire complementary businesses or technologies. We
may also have needed to raise funds if our available funds decrease during our
various operational stages. If additional funds are raised through the issuance
of equity or convertible debt securities, the percentage ownership of our
stockholders would have been reduced and stockholders may have experienced
dilution. Moreover, such securities may have had rights, preferences and
privileges senior to those of our common stock. There can be no assurance that
additional financing would have been available on terms favorable to us or at
all. If adequate funds were not available or were not available on acceptable
terms, we would not be able to fund our expansion, take advantage of
unanticipated acquisition opportunities, develop or enhance new service
offerings or respond to competitive pressures. We had no commitments to raise
the additional capital we will need to become operational. Thus we may never
have become operational and, even if we did, we may not have had sufficient
funds to grow to meet demand if we are successful and investors may lose their
entire investment. Furthermore, recent economic conditions have made
raising capital for our proposed operations much more
difficult.
4
Our independent auditors have
expressed doubt about our ability to continue as a going concern. We
received a report on our financial statements for the period from February 13,
2007 (inception) through September 30, 2009 from our independent accountants
that includes an explanatory paragraph stating that there is substantial doubt
about our ability to continue as a going concern. The report expressed doubt
about our ability to continue as a going concern because we are not operational
and have limited resources. We can offer no assurance that the actions we plan
to take to address these conditions will be successful. Inclusion of a “going
concern qualification” in the report of our independent accountants may have a
negative impact on our ability to obtain financing and may adversely impact our
stock price in any market that may develop. Due to recent general
economic developments, the likelihood of our raising additional funds has been
reduced.
We might have been adversely affected
by downward price pressure in the cellular telephone industry. The
cellular telephone industry has experienced rapid growth that appears to be
lessening as is common in many mature product markets. Management
believed that slowed growth in the telephone service market presented an
opportunity for our growth to our various target segments. However
this was never substantiated by any independent market research. Both
cellular service providers and cellular telephone manufacturers must incur
significant expenses to distinguish their products and services from others’ in
order to compete. However, our targets may well have determined to
compete solely by offering lower prices or by developing service enhancements in
house and may reject the enhancements that we offer in order to cut their
costs. If we met greater than anticipated resistance to our
enhancements to cellular service we might have been forced to license or sell
our products at unfavorable prices. Accordingly, we could have failed
in our former business even if our products had merit.
Our ability to hire additional
personnel was important to the continued growth of our proposed business.
Our success in our former business depended upon our ability to attract
and retain a group of motivated marketing and software development
professionals. Our growth may have been limited if we could not recruit and
retain a sufficient number of people. We could not guarantee that we
would have been able to hire and retain a sufficient number of qualified
personnel.
We faced substantial
competition. Competition in all aspects of the cellular telephony
industry is intense. We would have had to compete against, as well as
be dependent on the infrastructure of our potential competitors, as we wished to
sell to some of the largest companies on earth. As a result of
competition we might well have experienced downward pressure price on any
products that could have been overcome by cutting our costs or introducing a
continual array of new and desirable products. We cannot promise that
we could have accomplished either of these goals and as a result we might have
experienced negative impact upon our operating results in our former
business.
Further
we could have found that our entire marketing plan and business model is
undercut or made irrelevant by actions of other companies under which we have no
control.
We might have found that any patents
we might have obtained provided limited protection. We did not
complete any proposed product and did not apply for any
patents. Management intended from time to time to determine whether
applying for patent protection was appropriate for our then
business. Even if we had applied for and been awarded a patent, our patent may not have
offered us any meaningful protection from other companies in our
business. Furthermore, any patent that we might have been granted may
be held by a court to infringe on the patents or intellectual property rights of
others and subjected us to awards for damages.
5
Our success depended to a large
extent upon the continued service of key managerial and technical employees and
our ability to attract and retain qualified personnel. Specifically, we
were highly dependent on the ability and experience of our key employee, Timothy
Lightman, our president and CEO and our technical consultant Anthony Harper. The
loss of either of Mr. Lightman or Mr. Harper would have presented a significant
setback for us and could impede the implementation of our former business plan.
There was no assurance that we would have been successful in acquiring and
retaining qualified personnel to execute our current plan of
operations.
Our president/CEO and technical
consultant served us on a part time basis and conflicts might have
arisen. Mr. Lightman and Mr. Harper each devoted only a small portion of
their time to our operations. Since they also had other outside commitments, it
was inevitable that conflicts would have arisen in their allocation of time and
effort. While they each intended to give us sufficient time to allow us to
operate on a basis that would have been beneficial to our shareholders, this
goal may not have been accomplished and our operating results might have been
negatively impacted by the unavailability of our key personnel.
The ability of our president to
control our business could have limited minority shareholders' ability to
influence corporate affairs. As of September 30, 2009, our president,
Timothy Lightman, owns 975,000 or approximately 93.2% of our 1,046,500 issued
and outstanding shares. Because of his stock ownership, our president was in a
position to continue to elect our board of directors, decide all matters
requiring stockholder approval and determine our policies. The interests of our
president might have differed from the interests of other shareholders with
respect to the issuance of shares, business transactions with or sales to other
companies, selection of officers and directors and other business decisions. The
minority shareholders would have had no way of overriding decisions made by our
president. This level of control may also have had an adverse impact on the
market value of our shares because he might have instituted or undertaken
transactions, policies or programs that resulted in losses, may not have taken
any steps to increase our visibility in the financial community and/ or may have
sold sufficient numbers of shares to significantly decrease our price per
share.
If we did not receive additional
financing we would not have become operational. Prior to the November 6,
2009 Transaction, we required between $1 and $3 million in debt or equity
financing to start our then proposed operations. Our then management
believed that it would have been able to raise funds for us over the next year.
However, we did not accomplish these goals. No one committed to invest the money
we needed to become operational. Because we did not become operational, we will
eventually were required to abandon our plans and enter into the November 6,
2009 Transaction.
We may be exposed to potential risks
resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of
2002. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as
amended by SEC Release No. 33-8934 on June 26, 2008, we will be required,
beginning with our fiscal year ending September 30, 2010, to include in our
annual report our assessment of the effectiveness of our internal control over
financial reporting as of the end of fiscal 2010. Furthermore, our independent
registered public accounting firm will be required to attest to whether our
assessment of the effectiveness of our internal control over financial reporting
is fairly stated in all material respects and separately report on whether it
believes we have maintained, in all material respects, effective internal
control over financial reporting as of September 30, 2010. We expect to incur
additional expenses and diversion of management's time as a result of performing
the system and process evaluation, testing and remediation required in order to
comply with the management certification and auditor attestation requirements.
(In
addition, if we failed to achieve and maintain the adequacy of our internal
controls, as such standards are modified, supplemented or amended from time to
time, we may not be able to ensure that we can conclude on an ongoing basis that
we have effective internal controls over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls,
particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to help prevent financial
fraud. If we cannot provide reliable financial reports or prevent fraud, our
business and operating results could be harmed, investors could lose confidence
in our reported financial information, and the trading price of our common
stock, if a market ever develops, could drop significantly.)
6
Risks
Related to Our Common Stock
Currently, there is no public market
for our securities, and there can be no assurances that any public market will
ever develop or that our common stock will be quoted for trading and, even if
quoted, it is likely to be subject to significant price fluctuations. Our
stock is quoted on the OTC Bulletin Board ("OTCBB") maintained by the
NASD. Until recently it was quoted under the symbol
MBPI. Commencing January 4, 1010 it was quoted under the symbol
CSNH. Quotations and trades have been sporadic and at fluctuating
prices. We cannot predict the extent to which investor interest in us
will lead to the development of an active, liquid trading market in the future.
Active trading markets generally result in lower price volatility and more
efficient execution of buy and sell orders for investors.
In
addition, our common stock is unlikely to be followed by any market analysts,
and there may be few institutions acting as market makers for the common stock.
Either of these factors could adversely affect the liquidity and trading price
of our common stock. Until our common stock is fully distributed and an orderly
market develops in our common stock, if ever, the price at which it trades is
likely to fluctuate significantly. Prices for our common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for shares of our common stock,
developments affecting our business, including the impact of the factors
referred to elsewhere in these Risk Factors, investor perception, and general
economic and market conditions. No assurances can be given that an orderly or
liquid market will ever develop for the shares of our common stock.
Because
of the anticipated low price of the securities, many brokerage firms may not be
willing to effect transactions in these securities. See "Plan of Distribution"
subsection entitled "Selling Shareholders and any purchasers of our securities
should be aware that any market that develops in our stock will be subject to
the penny stock restrictions."
Our board of directors is authorized
to issue shares of preferred stock, which may have rights and preferences
detrimental to the rights of the holders of our common shares. We are
authorized to issue up to 1,000,000 shares of preferred stock, $0.0001 par
value. As of the date of this prospectus, we have not issued any shares of
preferred stock. Our preferred stock may bear such rights and preferences,
including dividend and liquidation preferences, as the Board of Directors may
fix and determine from time to time. Any such preferences may operate to the
detriment of the rights of the holders of the common stock being offered
hereby.
Our articles of incorporation provide
for indemnification of officers and directors at our expense and limit their
liability that 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
Delaware 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 promise to repay us, therefore 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.
7
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 of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against these types of liabilities, 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 are likely to materially reduce the market
and price for our shares, if such a market ever develops.
Any market that develops in shares of
our common stock will be subject to the penny stock restrictions that are likely
to create a lack of liquidity and make trading difficult or impossible.
Until our shares of common stock qualify for inclusion in the NASDAQ system, if
ever, the trading of our securities, if any, will be in the over-the-counter
market which is commonly referred to as the OTCBB as maintained by the NASD. As
a result, an investor may find it difficult to dispose of, or to obtain accurate
quotations as to the price of our securities.
SEC Rule
15g-9 (as most recently amended and effective on September 12, 2005) establishes
the definition of a "penny stock," for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to a limited number of
exceptions. It is likely that our shares will be considered to be penny stocks
for the immediately foreseeable future. This classification severely and
adversely affects the market liquidity for our common stock. For any transaction
involving a penny stock, unless exempt, the penny stock rules require that a
broker or dealer approve a person's account for transactions in penny stocks and
the broker or dealer receive from the investor a written agreement to the
transaction setting forth the identity and quantity of the penny stock to be
purchased.
In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must obtain financial information and investment experience and
objectives of the person and make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the SEC relating to the penny stock market,
which, in highlight form, sets forth:
|
•
|
the
basis on which the broker or dealer made the suitability determination,
and
|
|
•
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
Disclosure
also has to be made about the risks of investing in penny stock in both public
offerings and in secondary trading and commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Because
of these regulations, broker-dealers may not wish to engage in the
above-referenced necessary paperwork and disclosures and/or may encounter
difficulties in their attempt to sell shares of our common stock, which may
affect the ability of selling shareholders or other holders to sell their shares
in the secondary market and have the effect of reducing the level of trading
activity in the secondary market. These additional sales practice and disclosure
requirements could impede the sale of our securities, if and when our securities
become publicly traded. In addition, the liquidity for our securities may
decrease, with a corresponding decrease in the price of our securities. Our
shares in all probability will be subject to such penny stock rules for the
foreseeable future and our shareholders will, in all likelihood, find it
difficult to sell their securities.
8
We do not intend to pay dividends on
our common stock. We have not paid any dividends on our common stock to
date and there are no plans for paying dividends on the common stock in the
foreseeable future. We intend to retain earnings, if any, to provide funds for
the implementation of our business plan. We do not intend to declare or pay any
dividends in the foreseeable future. Therefore, there can be no assurance that
holders of our common stock will receive any additional cash, stock or other
dividends on their shares of our common stock until we have funds which the
Board of Directors determines can be allocated to dividends.
If a market develops for our shares,
sales of our shares relying upon rule 144 may depress prices in that market by a
material amount. All of the outstanding shares of our common stock are
"restricted securities" within the meaning of Rule 144 under the Securities Act
of 1933, as amended. As restricted shares, these shares may be resold only
pursuant to an effective registration statement or under the requirements of
Rule 144 or other applicable exemptions from registration under the Act and as
required under applicable state securities laws. Rule 144 provides in essence
that a person who has held restricted securities for a prescribed period may,
under certain conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed 1.0% of a company's outstanding common
stock. The alternative average weekly trading volume during the four calendar
weeks prior to the sale is not available to our shareholders being that the
OTCBB (if and when listed thereon) is not an "automated quotation system" and,
accordingly, market based volume limitations are not available for securities
quoted only over the OTCBB. As a result of revisions to Rule 144 which became
effective on or about December 30, 2008, there is no limit on the amount of
restricted securities that may be sold by a non-affiliate (i.e., a stockholder
who has not been an officer, director or control person for at least 90
consecutive days) after the restricted securities have been held by the owner
for a period of one year (provided we are no longer considered a “shell
corporation”). A sale under Rule 144 or under any other exemption from the Act,
if available, or pursuant to registration of shares of common stock of present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.
Any trading market that may develop
may be restricted by virtue of state securities "Blue Sky" laws to the extent
they prohibit trading absent compliance with individual state laws. These
restrictions may make it difficult or impossible to sell shares in those states.
There is no public market for our common stock, and there can be no assurance
that any public market will develop in the foreseeable future. Transfer of our
common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the “Blue Sky” laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state “Blue Sky” law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. These restrictions prohibit the secondary trading of
our common stock. We currently do not intend and may not be able to qualify
securities for resale in approximately 17 states that do not offer manual
exemptions and require shares to be qualified before they can be resold by our
shareholders.
Accordingly,
investors should consider the secondary market for our securities to be a
limited one. See also "Plan of Distribution-State Securities-Blue Sky
Laws."
Item
1B.
|
Unresolved
Staff Comments.
|
Not
Applicable.
Item
2. Properties Prior to the November 6, 2009 Transaction.
Our
present level of operations has not required us to establish regular executive
offices and we use the residence of our CEO as our office address without
charge. Should we require a regular permanent office we will attempt
to locate one in the vicinity of his
residence. Business.”
9
Item 3. Legal
Proceedings.
We are
not currently party to any legal proceedings and are not aware of any threatened
legal proceedings against us.
Item
4. Submission of Matters to a Vote of Security Holders.
None
Part
II.
Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Our
common stock trades on the Over the Counter Bulletin Board under the symbol
“MBPI”. The volume and frequency of both quotations and trades
in our stock has been limited. There are presently approximately
forty holders of record of our common stock. The number of holders
does not include the shareholders for whom shares are held in a "nominee" or
"street" name. We have not paid any cash dividends and do not
anticipate doing so in the foreseeable future. Future dividends, if
any, will depend upon our results of operations, financial condition, capital
needs and such other factors as the Board of Directors deems
relevant.
Item 6. Selected Financial
Data.
We were
organized in February 2007. The following information is derived from
our financial statements contained elsewhere herein and should be reviewed in
conjunction with those financial statements, the notes thereto and “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in this annual report.
Balance Sheet
Data:
September 30,
|
||||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 104 | $ | 104 | ||||
Total
current assets
|
$ | 104 | $ | 104 | ||||
Total
assets
|
$ | 104 | $ | 104 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current
liabilities:
|
||||||||
Accrued
expenses
|
$ | 30,302 | $ | 15,639 | ||||
Due
to Stockholder
|
$ | 1,500 | $ | 1,500 | ||||
Total
liabilities
|
$ | 31,802 | $ | 17,139 | ||||
Stockholders’
equity:
|
||||||||
Preferred
stock; $.0001 par value; authorized - 1,000,000 shares; issued -
none
|
— | — | ||||||
Common
stock; $.0001 par value; authorized - 20,000,000 shares; issued and
outstanding - 1,046,500 and 1,044,000 shares, respectively
|
$ | 111 | $ | 105 | ||||
Additional
paid-in capital
|
$ | 66,689 | $ | 51,695 | ||||
Accumulated
deficit during development stage
|
$ | (98,498 | ) | $ | (68,835 | ) | ||
Total
Stockholders Equity (Deficit)
|
$ | (31,698 | ) | $ | (17,035 | ) | ||
Total
liabilities and stockholders’ equity (deficit)
|
$ | 104 | $ | 104 |
10
Statement
of Operations Data:
Year ended September 30,
|
||||||||
2008
|
2007
|
|||||||
Revenues:
|
$ | 0 | $ | 0 | ||||
Operating
Expenses
|
$ | 29,663 | $ | 40,826 | ||||
Other
Costs
|
$ | 0 | $ | 0 | ||||
Net
Loss From
|
||||||||
Operations
|
$ | (29,663 | ) | $ | (40,826 | ) | ||
Basic
and diluted
|
||||||||
net
loss per share
|
$ | (0.03 | ) | $ | (0.04 | ) | ||
Weighted
average number
|
||||||||
of
shares outstanding
|
1,076,584 | 1,046,331 |
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Management’s
Discussion and Analysis contains statements that are forward-looking. These
statements are based on current expectations and assumptions that are subject to
risks and uncertainties. Actual results could differ materially because of
factors discussed in Item 1.
OVERVIEW
At the
end of our September 30, 2009 fiscal year, we were in a developmental stage.
Implementing our planned business operation is dependant on the effectiveness of
this registration statement and our ability to raise between $1million and
$3million of additional capital after all offering expenses paid to a placement
agent, attorneys, accountant’s and the like.
Our plan
was to utilize such capital we raise as follows:
If a Net of
One Million Dollars is
Raised
|
If a Net of
Three Million Dollars is Raised
|
|||||||
Renting
and Furnishing Offices
|
$ | 50,000 | $ | 250,000 | ||||
Equipment
|
$ | 200,000 | $ | 300,000 | ||||
Officer
Salaries
|
$ | 250,000 | $ | 800,000 | ||||
Employee
Salaries
|
$ | 250,000 | $ | 750,000 | ||||
Working
Capital
|
$ | 250,000 | $ | 900,000 |
Due to
recent adverse economic conditions, the likelihood of our raising additional
capital was greatly reduced in the fiscal year ended September 30, 2009 and we
entered into a different line of business as a result of the November 6, 2009
Transaction.. The foregoing estimates are irrelevant to our
operations on a going forward basis.
11
INFLATION
Inflation
could have been expected to have an impact on our operating costs in our prior
business. A prolonged period of inflation could have caused a general economic
downturn and negatively impacted our results. However, the effect of inflation
has been minimal over the past three years.
SEASONALITY
We do not
believe that our former business would have been seasonal to any material
degree.
LIQUIDITY
AND CAPITAL RESOURCES
At
September 30, 2009 we had only $104 cash on hand and endeavored to operate in a
way that would not require significant liquidity or capital
resources.
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 is material to
stockholders.
Employees
and Purchase of Plant or Equipment
Prior to
the November 6, 2009 Transaction, we were in the process of determining our
personnel needs. We intend to hire employees or consultants over the course of
the next twelve months if we were successful in raising capital, but do not have
an estimate of how many employees we would have hired or how much it might have
cost.
Recent
Accounting Pronouncements
Reference
is made to Note 2 to our financial statements included herein.
Item 8 Financial
Statements and Supplementary Data.
See
Financial Statements beginning on Page F-1.
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
No events
have occurred which would require disclosure under this item.
Item
9A Controls and Procedures.
Regulations
under the Securities Exchange Act of 1934 (the “Exchange Act”) require public
companies to maintain “disclosure controls and procedures,” which are defined as
controls and other procedures that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
12
We
conducted an evaluation, with the participation of our Chief Executive Officer
who is also our Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures as of September 30, 2009. Based on that
evaluation, our Chief Executive Officer has concluded that as of September 30,
2009, our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses described
below.
In light
of the material weaknesses described below, we performed additional analysis and
other post-closing procedures to ensure our financial statements were prepared
in accordance with generally accepted accounting
principles. Accordingly, we believe that the financial statements
included in this report fairly present, in all material respects, our financial
condition, results of operations and cash flows for the periods
presented.
A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
combination of control deficiencies, that result in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. Management has
identified the following two material weaknesses which have caused management to
conclude that, as of September 30, 2009, our disclosure controls and procedures
were not effective at the reasonable assurance level:
1. We
do not have written documentation of our internal control policies and
procedures. Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act
which is applicable to us for the year ending December 31,
2010. Management evaluated the impact of our failure to have written
documentation of our internal controls and procedures on our assessment of our
disclosure controls and procedures and has concluded that the control deficiency
that resulted represented a material weakness.
2. We
do not have sufficient segregation of duties within accounting functions, which
is a basic internal control. Due to our size and nature, segregation
of all conflicting duties may not always be possible and may not be economically
feasible. However, to the extent possible, the initiation of
transactions, the custody of assets and the recording of transactions should be
performed by separate individuals. Management evaluated the impact of
our failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.
To
address these material weaknesses, management performed additional analyses and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented.
Remediation
of Material Weaknesses
We could
have attempted to remediate the material weaknesses in our disclosure controls
and procedures identified above by seeking to hire a full-time CFO, with SEC
reporting experience, in the future. However, due to our limited
resources, it was impossible to predict when this would happen. The
November 6, 2009 Transaction resolved these particular weaknesses which no
longer exist.
Management's
Report on Internal Control Over Financial Reporting
Our management is responsible for
establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process
designed by, or under the supervision of, the issuer’s principal executive and
principal financial officers and effected by the issuer’s board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States of America and includes those policies and
procedures that:
13
A) Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
issuer;
B) Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the issuer; and
C) Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections 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. All internal control
systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.
As of the
end of our most recent fiscal year, management assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") and SEC guidance on conducting such
assessments. Based on that evaluation, they concluded that, as
of September 30, 2009, such internal control over financial reporting was not
effective. This was due to deficiencies that existed in the design or
operation of our internal control over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.
The
matters involving internal control over financial reporting that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of any independent members on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; and (2) inadequate segregation of duties consistent
with control objectives of having segregation of the initiation of transactions,
the recording of transactions and the custody of assets. The
aforementioned material weaknesses were identified by our Chief Executive
Officer in connection with the review of our financial statements as of
September 30, 2009.
Management
believes that the material weaknesses set forth above did not have an effect on
our financial results as reported.
Management's
Remediation Initiatives
In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:
We
undertook to increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. We were committed
to seek to hire a CFO as our funds allow and to continue to seek independent
directors so that we might have an audit committee. We anticipate the
costs of implementing these remediation initiatives would have been
approximately $100,000 a year in increased salaries and director
fees.
14
Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.
Due to
the November 6, 2009 Transaction, management as in office on September 30, 2009
will have no impact on these efforts.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) during
the year ended September 30, 2009 that have 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 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 quarterly report.
There
were no changes in our internal control over financial reporting identified in
connection with the evaluation performed that occurred during the fiscal year
covered by this report that has materially affected or is reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B—Other Information
We do not
have any information that was required to be reported on Form 8-K during the
fourth quarter that was not reported.
Part
III
Item
10 Executive Officers and Corporate Governance
Directors
and Executive Officers.
Our sole
director and executive officer and sole consultant as of September 30, 2009 was
as follows:
Name
|
Age
|
Position(s)
|
|
Timothy
Lightman
|
44
|
President,
Chief Executive Officer and a Director
|
|
|
|||
Anthony
Harper
|
61
|
Consultant
(Telephony, Communications and
Operations)
|
Mr.
Lightman resigned as an officer and director in connection with the November 6,
2009 transaction and Mr. Harper no longer provides any services to the
Company.
Term and
Family Relationships
Our
director currently has a term which will end at our next annual meeting of the
stockholders or until successors are elected and qualify, subject to their prior
death, resignation or removal. Officer serves at the discretion of the Board of
Directors. We only have one officer and director and no family relationships
exist among our officers, directors and consultants. Our sole officer
and director resigned on November 6, 2009.
15
Legal
Proceedings
No
officer, director, or persons nominated for these positions, and no promoter or
significant employee of our corporation has been involved in legal proceedings
that would be material to an evaluation of our management.
Business
Experience
Timothy Lightman, was elected
president, CEO and a director upon our formation in February 2007. He
has been employed by Bank Street College in various positions since 2006,
including classroom teacher, head of the summer clamp program, and a curriculum
consultant. He holds a M.S. in early childhood and elementary
education and a M.Ed. in Special Education from Bank Street
College.
Anthony Harper has over 30
years experience in the cellular telephone industry. Since 2004 he
has been a director of United Fibernet a Hong Kong company, a joint venture
partner of Ariane Corp. of Singapore and China Satellite Communications Company
in providing telecommunications in East Asia. Mr. Harper has been the
founder or an officer of various companies engaged in cellular communications
and in VOIP during the past three decades.
There are
no family relationships among members of management. Directors serve
for one year terms or until their successors shall have been elected and shall
qualify. Officers serve at the pleasure of the board. Due
to its small size, the Company has not adopted a code of ethics and the Board of
Directors does not have any committees.
Item
11. Executive Compensation
SUMMARY
COMPENSATION TABLE
SUMMARY
COMPENSATION TABLE
The
following table sets forth the cash and non-cash annual remuneration of each of
the three highest paid persons who are officers or directors as a group during
our last fiscal year:
Name of
individual or
identity of group
|
Capacities in
which
remuneration
was received
|
Salary
|
Bonus
|
Stock
Awards
|
All
Other Compensation
|
Aggregate
remuneration
|
||||||||||||||||
Timothy Lightman
|
CEO
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
The
Company has not paid any compensation in cash to any officer or director and
does not intend to do so until such time as its capital resources are sufficient
in the judgment of its Board of Directors. The Company has not paid
and has no present plan to give any compensation other than cash. The
Company does not have any Stock Option Plan or other equity compensation
plans. Mr. Lightman will not withdraw any cash compensation
from the Company until it receives debt or equity financing or cash flow from
operations.
No
compensation to Directors.
No
director has received any cash or other compensation for serving as a director
and we do not plan to pay any cash or other compensation to any person for
serving as a director.
16
Item
12 Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The
information in the following table sets forth the beneficial ownership of our
shares of common stock as of October 1, 2009, without giving any effect to the
November 6, 2009 transaction by: (i) each of the three highest paid persons who
are our officers and directors (or in the alternative, each officer and
director); (ii) all officers and directors as a group; (iii) each shareholder
who beneficially owns more than 5% of any class of our securities, including
those shares subject to outstanding options. A person deemed to be a beneficial
owner of any securities that such a person has a right to acquire within 60
days.
Name and address
|
||||||||
of owner
|
Amount owned
|
Percent
|
||||||
Timothy Lightman
|
975,000 | 93.2 | % | |||||
51 Belmont Ave.
|
||||||||
Northampton, MA 01060
|
||||||||
All officers and directors (one person)
|
975,000 | 93.2 | % |
Item
13. Certain Relationships and Related Transaction, and Director
Independence.
Our
founder, Timothy Lightman purchased 985,000 shares of our common stock, upon our
formation, at $0.0001 per share (an aggregate of $98.50. Mr. Lightman
may not be considered independent.
Item
14. Principal Accounting Fees and Services.
The
aggregate fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements for the fiscal year
ended September 30, 2009 and for the period from February 13, 2007 (Inception)
through September 30, 2008 were $11,000 and $13,500, respectively.
Audit-Related
Fees
During
the fiscal year ended September 30, 2009 and for the period from February 13,
2007 (Inception) through September 30, 2009, our principal accountant did not
render assurance and related services reasonably related to the performance of
the audit or review of financial statements.
Tax
Fees
The
aggregate fees billed for professional services rendered by our principal
accountant for the tax compliance for the fiscal years ended September 30, 2009
and September 30, 2008 were $750 per year.
All
Other Fees
During
the fiscal years ended September 30, 2009 and September 30, 2008 there were no
fees billed for products and services provided by the principal accountant other
than those set forth above.
Audit
Committee Approval
We
currently do not have an audit committee. However, our board of
directors has approved the services described above.
17
Part
IV
Item
15. Exhibits, Financial Statement Schedules.
(A)
Financial Statements
See index to Financial Statements on
Page F-1
(B)
Exhibits.
Exhibit Number
|
Exhibit Description
|
3.1
|
Certificate
of Incorporation - Incorporated by reference to like numbered exhibit to
the Company’s Registration Statement on Form SB-2 File Number
333-147666
|
3.2
|
Bylaws
- Incorporated by reference to like numbered exhibit to the Company’s
Registration Statement on Form SB-2 File Number
333-147666
|
4.1
|
Specimen
Stock Certificate - Incorporated by reference to like numbered exhibit to
the Company’s Registration Statement on Form SB-2 File Number
333-147666
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
(C)
Financial Statement Schedules - None
18
SIGNATURES
Pursuant
to the requirements 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 threunto duly authorized.
China
Shandong Industries Inc, formerly called
Mobile
Presence Technologies, Inc.
By:
|
/s/ Li Jinliang
|
|
Li Jinliang Chief Executive Officer
|
||
(Principal Executive Officer)
|
||
By :
|
/s/ Wang Zhiyu
|
|
Wang Zhiyu, CFO
|
||
(Principal Accounting and Financial Officer)
|
January
11, 2010
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Name
|
Signature
|
Date
|
Capacities
|
Li Jinlang
|
/s/ Li Jinliang
|
January 11, 2010
|
Director and CEO
|
Wang Zhiyu
|
/s/ Wang Zhiyu
|
January 11, 2010
|
Director and CFO
|
Li Jiawei
|
/s/ Li Jiawei
|
January 11, 2010
|
Director
|
19
China
Shandong Industries, Inc.
(Formerly
Mobile Presence Technologies, Inc.)
(A
Development Stage Company)
September
30, 2009 and 2008
Index to
Financial Statements
Contents
|
Page(s)
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Balance
Sheets at September 30, 2009 and 2008
|
F-3
|
Statements
of Operations for the Fiscal Year Ended September 30, 2009 and 2008, and
for the Period from February 13, 2007 (Inception) through September 30,
2009
|
F-4
|
Statement
of Stockholders’ Equity (Deficit) for the Period from February 13, 2007
(Inception) through September 30, 2009
|
F-5
|
Statements
of Cash Flows for the Fiscal Year Ended September 30, 2009 and 2008, and
for the Period from February 13, 2007 (Inception) through September 30,
2009
|
F-6
|
Notes
to the Interim Financial Statements
|
F-7
to F-12
|
F-1
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
China
Shandong Industries, Inc.
(Formerly
Mobile Presence Technologies, Inc.)
(A
development stage company)
Northhampton,
Massachussets
We have
audited the accompanying balance sheets of China Shandong Industries, Inc.
(formerly Mobile Presence Technologies, Inc.) (a development stage company) (the
“Company”) as of September 30, 2009 and 2008 and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the fiscal years
then ended and for the period from February 13, 2007 (inception) through
September 30, 2009. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of September 30,
2009 and 2008 and the results of its operations and its cash flows for the
fiscal years then ended and for the period from February 13, 2007 (inception)
through September 30, 2009 in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company had a deficit accumulated during the
development stage and had a net loss and cash used in operations for the fiscal
year ended September 30, 2009, respectively, with no revenues since
inception. These factors raise substantial doubt about the Company’s
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,
PC
Li &
Company, PC
Skillman,
New Jersey
January
8, 2010
F-2
CHINA
SHANDONG INDUSTRIES, INC.
(FORMERLY
MOBILE PRESENCE TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
September
30, 2009
|
September
30, 2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | 104 | $ | 104 | ||||
Total Current
Assets
|
104 | 104 | ||||||
Total
Assets
|
$ | 104 | $ | 104 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accrued
expenses
|
$ | 30,302 | $ | 15,639 | ||||
Due to
stockholder
|
1,500 | 1,500 | ||||||
Total Current
Liabilities
|
31,802 | 17,139 | ||||||
STOCKHOLDERS'
DEFICIT:
|
||||||||
Preferred
stock at $0.0001 par value: 1,000,000 shares
authorized;
|
||||||||
none
issued or outstanding
|
- | - | ||||||
Common
stock at $0.0001 par value: 20,000,000 shares
authorized,
|
||||||||
1,106,500
and 1,046,500 shares issued and outstanding,
respectively
|
111 | 105 | ||||||
Additional
paid-in capital
|
66,689 | 51,695 | ||||||
Deficit
accumulated during the development stage
|
(98,498 | ) | (68,835 | ) | ||||
Total
Stockholders' Deficit
|
(31,698 | ) | (17,035 | ) | ||||
Total
Liabilities and Stockholders' Deficit
|
$ | 104 | $ | 104 |
See accompanying notes to the
financial statements.
F-3
CHINA SHANDONG INDUSTRIES,
INC.
(FORMERLY MOBILE PRESENCE
TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF
OPERATIONS
For
the Fiscal
|
For
the Fiscal
|
February
13, 2007
|
||||||||||
Year
Ended
|
Year
Ended
|
(Inception)
through
|
||||||||||
September
30, 2009
|
September
30, 2008
|
September
30, 2009
|
||||||||||
NET
REVENUES
|
$ | - | $ | - | $ | - | ||||||
COST
OF GOODS SOLD
|
- | - | - | |||||||||
GROSS
PROFIT
|
- | - | - | |||||||||
OPERATING
EXPENSES:
|
||||||||||||
Professional
fees
|
$ | 27,750 | $ | 34,750 | $ | 90,500 | ||||||
General
and administrative expenses
|
1,913 | 6,076 | 7,998 | |||||||||
Total
operating expenses
|
29,663 | 40,826 | 98,498 | |||||||||
LOSS
BEFORE TAXES
|
(29,663 | ) | (40,826 | ) | (98,498 | ) | ||||||
INCOME
TAXES
|
- | - | - | |||||||||
NET
LOSS
|
$ | (29,663 | ) | $ | (40,826 | ) | $ | (98,498 | ) | |||
NET
LOSS PER COMMON SHARE
|
||||||||||||
-
BASIC AND DILUTED:
|
$ | (0.03 | ) | $ | (0.04 | ) | $ | (0.09 | ) | |||
Weighted
common shares outstanding
|
||||||||||||
- basic and
diluted
|
1,076,584 | 1,046,331 | 1,049,395 |
See accompanying notes to the
financial statements.
F-4
CHINA SHANDONG INDUSTRIES, INC.
(FORMERLY MOBILE PRESENCE TECHNOLOGIES,
INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT)
FOR
THE PERIOD FROM FEBRUARY 13, 2007 (INCEPTION) THROUGH June 30,
2009
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Common Stock, $0.0001 Par
Value
|
Additional
|
during the
|
Total
|
|||||||||||||||||
Number of Shares |
Amount
|
Paid-in Capital |
Development
Stage
|
Stockholders' Equity
(Deficit) |
||||||||||||||||
Balance, February 13, 2007
(Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance of common stock for
cash at
|
||||||||||||||||||||
$.0001 per
share
|
1,000,000 | 100 | 100 | |||||||||||||||||
Issuance of common stock for
cash at
|
||||||||||||||||||||
$1.00 per share - June 5,
2007
|
||||||||||||||||||||
through September 30,
2007
|
44,500 | 4 | 44,496 | 44,500 | ||||||||||||||||
Net
loss
|
(28,009 | ) | (28,009 | ) | ||||||||||||||||
Balance,
September 30, 2007
|
1,044,500 | 104 | 44,496 | (28,009 | ) | 16,591 | ||||||||||||||
Issuance
of common stock for cash
|
||||||||||||||||||||
($1.00
per share from October 1, 2007
|
||||||||||||||||||||
through
October 31, 2007)
|
2,000 | 1 | 1,999 | 2,000 | ||||||||||||||||
Contribution
to capital
|
5,200 | 5,200 | ||||||||||||||||||
Net
loss
|
(40,826 | ) | (40,826 | ) | ||||||||||||||||
Balance,
September 30, 2008
|
1,046,500 | 105 | 51,695 | (68,835 | ) | (17,035 | ) | |||||||||||||
Issuance
of common stock at $0.25 per share
|
||||||||||||||||||||
for
legal services for the fiscal year
|
||||||||||||||||||||
ended
September 30, 2009
|
20,000 | 2 | 4,998 | 5,000 | ||||||||||||||||
Issuance
of common stock at $0.25 per share
|
||||||||||||||||||||
for
consulting services for the fiscal year
|
||||||||||||||||||||
ended
September 30, 2009
|
40,000 | 4 | 9,996 | 10,000 | ||||||||||||||||
Net
loss
|
(29,663 | ) | (29,663 | ) | ||||||||||||||||
Balance,
September 30, 2009
|
1,106,500 | $ | 111 | $ | 66,689 | $ | (98,498 | ) | $ | (31,698 | ) |
See accompanying notes to the
financial statements.
F-5
CHINA SHANDONG INDUSTRIES, INC.
(FORMERLY MOBILE PRESENCE
TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH
FLOWS
For the Period
from
|
||||||||||||
For the Fiscal
|
For the Fiscal
|
February 13,
2007
|
||||||||||
Year
Ended
|
Year
Ended
|
(Inception)
through
|
||||||||||
September 30,
2009
|
September 30,
2008
|
September 30,
2009
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (29,663 | ) | $ | (40,826 | ) | $ | (98,498 | ) | |||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
used
in operating activities
|
||||||||||||
Common
shares issued for services
|
15,000 | - | 15,000 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accrued
expenses
|
14,663 | 7,639 | 30,302 | |||||||||
Taxes
payable
|
- | |||||||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
- | (33,187 | ) | (53,196 | ) | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Amount
received from stockholder
|
- | 1,500 | 1,500 | |||||||||
Proceeds
from sale of common stock
|
- | 2,000 | 46,600 | |||||||||
Contribution
to capital
|
5,200 | 5,200 | ||||||||||
Proceeds
from common stock to be issued
|
- | - | 1,000 | |||||||||
Issuance
of common stock to be issued
|
(1,000 | ) | (1,000 | ) | ||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
- | 7,700 | 53,300 | |||||||||
NET
INCREASE (DECREASE) IN CASH
|
- | (25,487 | ) | 104 | ||||||||
Cash
at beginning of period
|
104 | 25,591 | - | |||||||||
Cash
at end of period
|
$ | 104 | $ | 104 | $ | 104 | ||||||
SUPPLEMENTAL
DISCLOSURE
|
||||||||||||
OF
CASH FLOWS INFORMATION:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - |
See accompanying notes to the
financial statements.
F-6
China
Shandong Industries, Inc.
(Formerly
Mobile Presence Technologies, Inc.)
(A
Development Stage Company)
September
30, 2009 and 2008
Notes to
the Financial Statements
NOTE
1 - ORGANIZATION AND OPERATIONS
Mobile
Presence Technologies, Inc. (“MPTI”), a development stage company, was
incorporated on February 13, 2007 under the laws of the State of
Delaware. Initial operations have included organization and
incorporation, target market identification, new product development, marketing
plans, and capital formation. A substantial portion of the Company’s activities has involved developing a
business plan and establishing contacts and visibility in
the marketplace. The Company has not generated any
revenues since inception. The Company plans to develop and market
software enhancements and advertising to cellular telephone services that are
oriented towards the non-youth market.
On
December 3, 2009, MPTI changed its name to China Shandong Industries, Inc. (the
“Company”).
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
presentation
The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).
Reclassification
Certain amounts in the prior period
financial statements have been reclassified to conform to the current period
presentation. These reclassifications had no effect on reported
losses.
Development
stage
company
The Company is a development stage
company as defined by section 915-10-20
of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business 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.
Use of
estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Due to the limited level of operations,
the Company has not had to make material assumptions or estimates other than the
assumption that the Company is a going concern.
Fiscal year
end
The
Company elected September 30 as its fiscal year end upon its
formation.
Cash
equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
F-7
Fair value of financial
instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. 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 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 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.
|
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.
The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
September 30, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the fiscal year ended September 30, 2009 or 2008.
Revenue
recognition
The
Company’s future revenues will be derived principally from software enhancements
and advertising to cellular telephone services. The Company follows paragraph
605-10-S99-1 of the FASB Accounting Standards Codification for revenue
recognition. The Company will recognize revenue when it is realized
or realizable and earned less estimated future doubtful accounts. 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.
Equity
instruments issued to parties
other than
employees for acquiring goods or services
The
Company accounts for equity instruments issued
to parties other than employees for acquiring goods or services
under guidance of section 505-50-30 of the FASB Accounting Standards
Codification (“Section 505-50-30”). Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of 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.
Income
taxes
The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized. 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. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the statements of operations in the period that includes the
enactment date.
Net loss per common
share
Net loss per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards
Codification. Basic net
loss per share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period. Diluted net loss per share is computed
by dividing net loss by the weighted average number of shares of
common stock and
potentially outstanding shares of common stock during each period. There were no potentially dilutive shares
outstanding as of September 30, 2009 or 2008.
F-8
Cash flows
reporting
The
Company adopted paragraph 230-10-45-24 of the FASB 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.
Recently issued accounting
pronouncements
On June 5, 2003, the United States
Securities and Exchange Commission (“SEC”) adopted final rules under Section 404
of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072
on October 13,
2009. Under the provisions of
Section 404 of the Sarbanes-Oxley Act, public companies and their independent
auditors are each required to report to the public on the effectiveness of a
company’s internal controls. The smallest public companies with a
public float below $75 million have been given extra time to design, implement
and document these internal controls before their auditors are required to
attest to the effectiveness of these controls. This extension of time
will expire beginning with the annual reports of companies with fiscal years
ending on or after June 15, 2010. Commencing with its annual report for
the fiscal year ending September 30, 2010, the Company will be required to
include a report of management on its internal control over financial reporting. The internal control report must include
a statement
·
|
Of management’s responsibility for establishing
and maintaining adequate internal control over its financial
reporting;
|
·
|
Of management’s assessment of the effectiveness
of its internal control over financial reporting as of year end;
and
|
·
|
Of the framework used by management
to evaluate the effectiveness of the Company’s internal control over financial
reporting.
|
Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.
In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.
F-9
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments -Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”. This update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer comment Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
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 financial statements.
NOTE
3 – GOING CONCERN
As
reflected in the accompanying financial statements, the Company had a negative
working capital of $31,698 and a deficit accumulated during the development
stage of $98,498 at September 30, 2009, and had a net loss of $29,663 for the
fiscal year ended September 30, 2009, with no revenues since
inception.
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 generate 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 that might be necessary if
the Company is unable to continue as a going concern.
F-10
NOTE
4 – STOCKHOLDERS’ EQUITY (DEFICIT)
Sale of common
stock
The Company was incorporated on
February 13,
2007. Upon the formation, the Company issued 985,000 shares of its common stock to its founder at their par value of $0.0001 per
share and 15,000 shares to its counsel Frank J. Hariton at their par value of
$0.0001 per share.
For the period from June 5, 2007
through September 12, 2007, the Company sold 44,500 shares of its common stock in a private placement at
$1.00 per share to 39 individuals.
For the period from October 16, 2007 through October 27, 2007, the Company sold 2,000 shares of its common stock at $1.00 per share for $2,000 to two (2) individuals.
For the fiscal year ended September 30,
2009, the Company
issued 20,000 shares of its common stock valued
at $0.25 per share, or $5,000, the fair value of legal services
obtained and 40,000 shares of its common stock valued
at $0.25 per share, or $10,000, the fair value of consulting services
obtained.
Contribution to
capital
On January 16, 2008 and February 14,
2008, a majority
stockholder of the Company contributed $200 and $5,000 to capital,
respectively.
NOTE
5 – RELATED PARTY TRANSACTION
Office
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 statements.
Advances from
stockholder
A
stockholder advanced funds to the Company for its working capital
purpose. The advances bear no interest and have no formal repayment
terms.
NOTE
6 – INCOME TAXES
Deferred tax
assets
At
September 30, 2009, the Company had net operating loss (“NOL”) carry–forwards
for Federal income tax purposes of $98,498 that may be offset against future
taxable income through 2029. No tax benefit has been reported with
respect to these net operating loss carry-forwards in the accompanying financial
statements because the Company believes that the realization of the Company’s
net deferred tax assets of approximately $33,489 was not considered more likely
than not and accordingly, the potential tax benefits of the net loss
carry-forwards are fully offset by a valuation allowance of
$33,489.
Deferred tax assets consist
primarily of the tax effect of NOL carry-forwards. The Company has
provided a full valuation
allowance on the deferred tax assets because of the uncertainty regarding its
realizability. The valuation allowance increased approximately $10,085 and $13,881 for the fiscal year ended September 30,
2009 and 2008, respectively.
Components of deferred tax assets as of September 30, 2009
and 2008 are as follows:
September
30, 2009
|
September
30, 2008
|
|||||||
Net deferred tax assets
–
Non-current:
|
||||||||
Expected income tax benefit from
NOL carry-forwards
|
$
|
33,489
|
23,404
|
|||||
Less valuation
allowance
|
(33,489
|
)
|
(23,404
|
)
|
||||
Deferred tax assets, net of
valuation allowance
|
$
|
-
|
$
|
-
|
F-11
Income taxes
in the statements of operations
A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:
For the Fiscal Year Ended
September 30, 2009
|
For the Fiscal Year Ended
September 30, 2008
|
|||||||
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
|
%
|
NOTE
7 – SUBSEQUENT EVENTS
The
Company has evaluated all events that occurred after the balance sheet date of
September 30, 2009 through January 8, 2010, the date when the financial
statements were issued to determine if they must be reported. The
Management of the Company determined that there were certain reportable
subsequent events to be disclosed as follows:
On November 6, 2009 (the “Closing Date”), pursuant to a Stock Exchange and
Reorganization Agreement (the “Agreement”), dated as of October 22, 2009, by and
among MBPI, Tianwei International Development Corporation, an Oregon Corporation
(“TIDC”), CAOPU Enterprise Limited, a company
organized under the laws of the British
Virgin Islands (“Caopu”), London Financial Group Ltd., a
company organized under the laws of the British Virgin Islands (“LFG”), Phoebus Vision Investment Developing
Group, Ltd., a company organized under the laws of the British Virgin Islands ( “ Phoebus”), and Timothy Lightman (“TL”), MBPI acquired all of the issued and
outstanding capital stock of TIDC. Pursuant to the Agreement, MBPI issued an
aggregate of 1,543,500 shares of common stock of MBPI with a par value of
$0.0001 per share
(the“MBPI Common
Stock”) to Caopu, LFG and
Phoebus in exchange (the “Share Exchange”) for all of the issued and outstanding
shares of TIDC owned by each of CAOPU, LFG and Phoebus. The shares of MBPI
Common Stock were issued pursuant to the exemption from registration provided
under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated
thereunder.
Pursuant to the Agreement, TL, the
owner of 975,000 shares of MBPI Common Stock
(“TL’s MBPI Shares”), representing approximately 93% of the
1,046,500 issued and outstanding shares of MBPI Common Stock, delivered to MBPI
for cancellation a stock certificate or stock certificates representing 875,000
of TL’s MBPI Shares (the “Cancellation”).
On November 5, 2009, pursuant to a
separate Assignment and Assumption Agreement by and between MBPI and TL, MBPI
sold to TL all of the assets of MBPI and TL assumed all the liabilities of MBPI
(the “Asset
Sale”).