Attached files
| file | filename |
|---|---|
| EX-14.1 - CODE OF ETHICS - INDESTRUCTIBLE 1, INC | f10k2009ex14i_indestruct.htm |
| EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - INDESTRUCTIBLE 1, INC | f10k2009ex31i_indestruct.htm |
| EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - INDESTRUCTIBLE 1, INC | f10k2009ex32i_indestruct.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K
(Mark
One)
|
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2009
|
o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ___________ to ___________
Commission
File No. 333-154787
INDESTRUCTIBLE
I, INC.
(Name of
small business issuer in its charter)
|
Delaware
|
26-2603989
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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|
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50
West Broadway, 10th Fl.
Salt
Lake City, Utah
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84101
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
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(801)
883-8393
(Registrant’s
telephone number, including area code)
|
Securities
registered under Section 12(b) of the Exchange Act:
|
|
|
Title
of each class registered:
|
Name
of each exchange on which registered:
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|
None
|
None
|
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
|
Common
Stock, par value $0.001
(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.
Yes o
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o
No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
||
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
o
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes x Noo
Revenues
for year ended December 31, 2009: $0
Number of
shares of the registrant’s common stock outstanding as of December 31, 2009
was 16,700,000.
Transitional
Small Business Disclosure Format: Yes x No o
TABLE
OF CONTENTS
|
PART
I
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1
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|
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ITEM
1.
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BUSINESS
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1
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|
ITEM
2.
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PROPERTIES
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5
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ITEM
3.
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LEGAL PROCEEDINGS
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5
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ITEM
4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
5
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PART
II
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5
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|
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ITEM
5.
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MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
5
|
|
ITEM
6.
|
SELECTED FINANCIAL
DATA
|
5
|
|
ITEM
7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
6
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ITEM
7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
|
8
|
|
ITEM
8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
|
F
|
|
ITEM
9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
9
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ITEM
9A.
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CONTROLS AND
PROCEDURES
|
9
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PART
III
|
9
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|
ITEM
10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
10
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|
ITEM
11.
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EXECUTIVE
COMPENSATION
|
11
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|
ITEM
12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
11
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|
ITEM
13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
|
12
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|
ITEM
14.
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PRINCIPAL ACCOUNTANT FEES AND
SERVICES
|
12
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PART
IV
|
13
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|
|
ITEM
15.
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EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
|
13
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|
SIGNATURES
|
14
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|
PART
I
Item
1. Business.
Description
of Business
General
Our plan
of business is to initially manufacture and sell light truck bumpers. Our plan
is to allow pick-up truck owners to change the front bumper of their truck to
accommodate an “electric winch” or other custom equipment or to just customize
their truck so it has a unique look. We would eventually like to get into the
manufacturing and sales of heavy commercial style truck bumpers.
We do not
have enough capital at this time to commence operations or to plan a time frame
for future operations. We do not have any additional financing lined up at this
time and cannot begin to develop a plan for future operations unless it receives
additional financing.
Light
Truck Bumpers
We
initially plan to design, manufacture and sell four different model light truck
bumpers. Each of the four bumpers will be made specifically to fit the following
model pick-up trucks utilizing existing mounting hardware for ease of
installation (no drilling necessary): Model T44: is being designed to fit the
2006 – 2008 model Toyota Tundra pick-up truck . Model GM44: is being designed to
fit the 2008 model GMC 2500 and 3500 series pick-up trucks. Model CH44: is being
designed to fit the 2008 Chevrolet 2500 and 3500 series pick-up trucks. Model
DG44 is being designed to fit the 2007 – 2008 model Dodge 2500, 3500, 4500 and
5500 series pick-up trucks.
We will
rely on machine shops that will be utilized to manufacture its bumpers to supply
the raw materials and that we do not have any contracts in place with suppliers
at this time. Each of the bumpers will be designed to install most of the
following leading electric winches including: Warn: M6000 (6,000lb), 9.0RC
(9,000lb) and Endurance 12.0 (12,000lb), Milemarker PE6000 (6,000lb), SE9500C
(9,500lb) and SE12000C (12,000). The bumpers weight will range between 105lbs
and 130 lbs depending on the model.
Each of
the truck manufacturers and winch manufacturers that are listed has absolutely
no affiliation with Indestructible 1. Our advertising and printed literature
will mention the manufacturers for identification purposes only. No affiliations
will be implied or expressed.
We are
focusing on these four different model pick-up trucks initially as they have the
largest market share in the full size light truck market. We plan to increase
our product line as fast as we are able. We intend to monitor public press
releases and research public filings of manufactures so we can make sure we are
designing and marketing truck bumpers for the most popular models.
Each of
the four model bumpers will have the following features:
|
·
|
Mirror
like polished aluminum finish shell with reinforced steel
backing
|
|
·
|
Cowcatcher
made with 4 post 3.5 inch tube and 3 inch box
uprights
|
|
·
|
Custom
extruded bumper (12 inches)
|
|
·
|
Steel
mounting bracket
|
|
·
|
Forged
steel, chrome plated eyebolts
|
|
·
|
2
“J” style tow hooks (one on each side of
bumper)
|
|
·
|
Made
in the USA
|
For
future model bumpers we plan to use a computer assisted design (CAD) process to
design each bumper prior to manufacturing each prototype to save on time and
initial costs. We intend to test each manufactured bumper by purchasing
disposable type cheap used trucks that are destined for scrap but can still
operate and mount our bumpers on to them and crash them into other scrap
vehicles at various speeds and angles to see how the bumpers will hold up.
Through our research we have determined that if an owner of a new light truck is
going to purchase an aftermarket bumper he or she will do so within the first
year of ownership. We will have to consistently adapt to the changing truck
market and design and manufacture different style bumpers as the truck
manufactures re-design their trucks. Our goal is to eventually offer truck
bumpers for the preceding three model years of trucks that are made by the
manufacturers that hold the largest market share.
-1-
We have
not spent any funds on research and development to date. Our research and
development to date has been limited to Patrick Day spending time comparing the
thickness of steel and design of stock bumpers and three of the main aftermarket
manufacturers. Our President, Patrick Day, has owned trucks with stock bumpers
and aftermarket bumpers installed and has tested them in different off road
situations. Stock pick-up truck bumpers are generally made of very thin “16th”
of one inch light weight steel or aluminum with no steel backing.
We plan
to produce bumpers that are made with “1/8” of one inch aluminum outer bumper
with strong reinforced steel backing which will be tested to be able to easily
hold the weight of the heaviest trucks that they are designed to mount on. We
intend to mount a bumper winch that we believe may be able to lift weight in
excess of that of the truck to one of its bumpers. However, we have no tangible
support for this belief since we have not spent any funds on testing our product
compared to others in the market place.
When a
bumper needs to be replaced via insurance due to an accident or for another
reason a new bumper from the trucks manufacturer will in most cases cost more
than what we anticipate our bumpers will be sold to retail customers for. In
such event, we believe that the insurance company or the customer will save
money and the customer will end up with a unique custom addition to his or her
truck. However since we have not developed and tested the product we cannot be
sure that we will be cheaper than other manufacturers.
Many
retail customers are not aware that they can replace their original equipment
manufacturer “OEM” bumper using proceeds from an insurance claim to purchase an
aftermarket replacement bumper for less. The company plans to inform insurance
companies of the options in savings that it will offer to them and the benefits
that their customers will receive.
We will
market our bumpers to the following: individual users, off road enthusiasts,
military, fire, park rangers, police, forestry companies, oil and gas companies,
and the mining industry.
Our goal
is to establish a reputation for manufacturing the best aftermarket bumpers
available on the market and want to be known as our name says “Indestructible”.
Our goal is to manufacture bumpers that will offer the purchaser the best
vehicle protection from front end collisions. Each bumper will be designed to
universally host an electric winch and mounting hardware purchased from one of
the leading winch manufacturers.
Commercial
Truck Bumpers
Commercial
truck drivers that make long cross country trips often through wilderness areas
have three main things to worry about: safety, time and money. Our
plan is to design and manufacture an aftermarket bumper for the commercial
truck industry that will provide protection against a direct front end
collision with another vehicle, a large moose or other wildlife which can result
in a savings of safety, time and money to our purchasers.
Many
commercial truckers already utilize an aftermarket bumper but have limited
choice when deciding to purchase one. We want to be another option that they can
choose. We intend to market bumpers for the most popular commercial trucks by
direct advertising to long haul trucking companies and truck trade
shows.
To be as
efficient and profitable as possible we will look at actual sales figures from
the manufacturers of commercial trucks from their publicly filed press releases
to assess which models it should focus a design for. We believe that we should
always focus our attention on the most popular model long haul trucks
only.
Planned
Standard Features:
|
·
|
Mirror
like polished aluminum finish shell with reinforced steel
backing
|
|
·
|
Beveled
edges
|
|
·
|
Cowcatcher
made with 4.5 post 3.5 inch tube and 3 inch box
uprights
|
|
·
|
Custom
extruded bumper (up to 14 inches)
|
|
·
|
Steel
mounting bracket (Easy mounting, no drilling
necessary)
|
|
·
|
Forged
steel, chrome plated eyebolts
|
|
·
|
Factory
tow hook accessible
|
|
·
|
Made
in the USA
|
-2-
Warranty:
Each
bumper that is manufactured by Indestructible I will have a limited
non-transferrable one year warranty against workmanship. We believe that if any
of their bumpers have a manufacturing defects it will become apparent in the
first year of use. The warranty period that will be offered by us is comparable
to what our competitors are offering.
Manufacturing:
We would
like to eventually manufacture bumpers at a facility that is owned and run by us
but will be utilizing an existing manufacturer initially. There are many present
advantages to using an existing machine shop as many companies in the industry
have been impacted negatively by business that has been relocated to foreign
countries. This makes partnering with an existing manufacturer an attractive
option both for budgeting and timing of delivery options. We have sourced out
two different machining companies that are very interested in working with us
with the manufacturing of our bumpers. We believe that there are many skilled
machinists that are available across the country if and when we have the funding
to commence the production of their own bumpers.
Both of
the machine shops that we sourced out are located in the greater Salt Lake City,
Utah area. The companies that were sourced out said that the amount of
production that they would be able to fulfill would depend on timing as they
would fit in our manufacturing request(s) in between other jobs. We have now
sourced out another machine shop located in the Los Angeles, California area
that will manufacture for less but would require us determining the storage and
shipping issues that would arise from that location.
The
machine shops in Salt Lake City and Los Angeles have indicated that they could
each manufacture up to 10 bumpers per day. We do not plan on entering
into any agreements with any machine shop until we have enough capital
in place to not only manufacture the number of bumpers that we need but to move
our business forward with our marketing and sales strategy.
Competition:
We
currently have no operations and are not yet competing with any of the companies
named in this section. After commencing operations, we believe that we will have
three main competitors. The main competitors build their bumpers on a per order
basis with each one custom and specific to the order.
After
commencing operations, the following would be the three main competitors in the
aftermarket bumper business in the US:
Reunel
Manufacturing, Inc.
5812
Maxwell Rd.
Maxwell,
CA 95955
Reunel
Manufacturing sells bumpers in the price range of: $1,500.00 - $3,300.00. Reunel
Manufacturing has been in business since 1987. Since the different bumper
manufacturers are all private companies it is impossible to confirm which
company is the largest in terms of the number of bumpers sold or revenues but
through our research we predict that Reunel Manufacturing is probably the
largest manufacturer of aftermarket bumpers in the US. Reunel Manufacturing,
Inc. manufactures bumpers for almost every make of light model truck and
specializes in bumpers for emergency vehicles. Each bumper is built on a per
order basis. Reunel Manufacturing only sells bumpers directly to customers and
does not have a dealer network.
Truck
Defender™
Prairie
Industries, LLC
19531
Nine Mile Road
Vale, SD
57788
Truck
Defender sells most of their bumpers for $1,675.00 (plus shipping). They have
been in business since 2004. Prairie Industries, LLC is in the business of
fabricating bumpers on a per order custom basis. Truck Defender has a limited
dealer network throughout the country.
Body
Armour 4X4 Inc.
258
Mariah Circle
Corona,
CA
92879
-3-
Sells
bumpers in the price range of: $1,200.00 and $1,400.00 (plus shipping) and has
been in business since 2000. Body Armour is a manufacturer of bumpers for
Jeeps and Toyota FJ Cruisers only. Body Armour stocks bumpers in
inventory and can usually ship immediately. Body Armour has a good dealer
network throughout the country.
Shipping:
We plan
to ship our bumpers to both retailers and direct to their customers using
Federal Express ground service. The bumpers weight of between 105 and 130 lbs.
meet the weight requirement for this service. The cost of shipping is between:
$140.00 - $155.00 per bumper to any of the 50 states (excluding Alaska and
Hawaii). It will take between 4 and 5 business days to receive a bumper. UPS and
DHL both offer a similar ground service for a similar price. We may decide to
switch delivery companies in the future depending on service and
pricing.
Advertising and Sales
Strategy:
We plan
to aggressively market our bumpers through internet advertising and magazine
advertising in magazines such as “Off Road” and “Four Wheeler”. We plan to
create a website that will have the right content so it gets generically ranked
well in the search engines when doing searches for what the company believes
will be the most effective key word searches such as: truck bumpers, winch
bumpers, commercial truck bumpers, aftermarket bumpers etc. We will pay for “pay
per click” advertising on the search engine Google’s website until its site is
ranked well generically. Customers will be able to view pictures and order a
bumper for their truck online through our website. We plan to have an
operational website at approximately the same time as our product is ready to be
marketed and to disclose that we anticipate that the costs will be about $15,000
to create the website and host it for one year. We also have a goal to get
as many aftermarket truck parts companies as possible to stock and advertise
their bumpers. We also plan to offer a reciprocal link program with truck parts
sellers to link our website to the retailer’s websites. We will have a section
in their website called “dealer inquiries” to assist with generating truck parts
retailers to become a partner in the sales of its bumpers. Through
Indestructible I’s dealer program a retailer will be able to purchase the
company’s bumpers for a wholesale price and sell them for an increased retail
price. The dealers will also be able to charge an installation fee to their
customers to install their new bumper.
We
believe we will have to have a representative fly and see many aftermarket
retailers across the country to interest them in our bumpers. We will have
glossy brochures printed that show our bumpers installed on the truck that the
particular bumper was designed for. The retailer will be given a stand to
display the brochure at their front counter. We are very confident that our
bumpers will be a clear choice for aftermarket bumper buyers that we plan to
ship a display bumper “free of charge” to certain potential key retailers for
their customers viewing.
Government
Regulation:
We do not
expect any governmental regulations to have an impact on our planned business
operations. Existing laws with which we must comply cover issues that
include:
- State
taxes;
- Pricing
controls;
- Libel
and defamation; and
- Copyright,
trademark and patent infringement.
New laws
may impact our ability to market our products in the future. However, we
are not aware of any pending laws or regulations that would have an impact
on our business.
-4-
Item
2. Description of Property.
Our
business office is located at 50 West Broadway, 10th
Floor, Salt Lake City, Utah 84101. The company has leased a shared
office space at: 50 West Broadway, 10th
Floor, Salt Lake City, Utah 84101 for a fee of $2,199.99 for one year. Our goal
is to rent a larger space when we commence marketing and sales
operations.
Item 3. Legal
Proceedings.
There are
no legal proceedings pending or threatened against us.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
PART
II
Item
5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
Our
common stock was approved to trade on the OTC Bulletin Board system under the
symbol “IBLE” since July 17, 2009. However, to date there has been no active
trading market for our Common Stock.
The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
Holders
of Our Common Stock
To date,
we have 44 shareholders of our common stock.
Stock
Option Grants
To date,
we have not granted any stock options.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
Item
6. Selected Financial Data.
Not
applicable.
-5-
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
The
following information specifies certain forward-looking statements of management
of the Company. Forward-looking statements are statements that estimate the
happening of future events are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology such as,
“may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,”
“probable,” “possible,” “should,” “continue,” or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been complied by our management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty or warranty
is to be inferred from those forward-looking statements.
Plan
of Operation
We need
to raise additional capital in order to meet our “year one” projections. We
presently do not have a timeframe to obtain additional financing. Although we
have attempted to locate additional financing while we were a private company we
believe that it will be easier to obtain additional financing when we
become a publicly traded company. We have $45,769 cash on hand but expects
to need a minimum of $254,499 in the first year of operations in order to
design, manufacture, market and sell 160 bumpers, create a website, host a
website, hire attorney’s, hire a bookkeeper, hire an accountant, general
administrative costs, office rent, and other miscellaneous costs.
The
amount of funding that we receive will determine how we can move forward with
our plan of business. Presently we have not additional funding sources and we
will limit ourselves to paying minimum expenses and look for funding until any
decision on operations is planned. Based upon our present state, over the next
twelve months we will have office expenses of $2,200, bookkeeping/accounting
expenses of approximately $7,000, legal fees of approximately $5,000 and
miscellaneous expenses of approximately $2,000.
We do not
know if we will be able to raise the additional $208,730 that we will need in
order to fulfill our “year one” projections. If we are not able to raise the
capital necessary to complete our plan for the first year of business we will
not be able to meet our revenue or net income projections.
We will
be looking for additional financing as we cannot proceed with our business plan
unless we receive additional financing. We plan to list the company on the OTCBB
Exchange as we believe that this will help us in obtaining additional financing.
Time frame for this process is 6–8 months and the additional cost is anticipated
to be $7,500. If we are able to receive additional financing we will commence
our “year one” plan which will include:
(a)
Create a website that is capable of handling online orders. We believe that from
the financing we can complete the website within 2 months at an anticipated cost
of $15,000.
b) Establish
relationships and enter into agreements with a machine shop (s) to commence
production of our bumpers. The time frame from receiving financing for this is
approximately 1 month at a cost of approximately $1,000-$5,000 for legal
fees.
(c) Update
our marketing strategy based on the current trends and conditions and prepare to
execute an advertising campaign. The time frame for this is approximately one
month at a cost of $30,000.
(d) Commence the sales
and shipping of sold bumpers.
Revenues/Expenditures
We are a
start-up company that is attempting to manufacture and sell truck bumpers. We
have no operating history to base an evaluation of our future success or failure
on. Our ability to achieve and maintain profitability will be dependent on
many factors not limited to but including:
1) Our
ability to market our product.
2) Our
ability to keep manufacturing costs down.
3) Our
ability to raise the capital necessary that we need to proceed with our plan of
business.
4) Our
ability to compete with our present and possible new competition.
5)
Factors that we did not predict or forsee.
-6-
Any one
of these factors could adversely affect our business, our financial predictions,
and results of operations. In addition, our competitors may develop competing
products and services that achieve greater market acceptance. It is also
possible that new competitors may emerge and acquire significant market share.
Our inability to achieve sales and revenue due to competition will have an
adverse effect on our business, financial condition and results of
operations.
Our
ability to achieve and maintain profitability will be affected by our ability to
control our costs. We based our manufacturing costs on today’s estimates from
machine shops. Our actual cost to manufacture bumpers could change due to many
factors including economic conditions, cost of aluminum and steel
etc.
We will
only manufacture and introduce new designs of bumpers at a rate that we expect
to sell the bumpers at. We could miscalculate our sales predictions that could
result in an oversupply of inventory.
We
anticipate that we will be able to manufacture bumpers for $850 and to be able
to sell the bumpers for $1,900 each regardless of the type of
bumper. We do not have any specific written basis for the estimate
fees of $850 to manufacture our bumpers. However, we are basing such estimates
on verbal estimates received from various third parties who may manufacture our
bumpers.
We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debt or equity offerings. Without this additional cash we
have been unable to pursue our plan of operations and commence generating
revenue. We believe that we may not be able to raise the necessary funds to
continue to pursue our business operations. As a result of the foregoing, we
have recently begun to explore our options regarding the development of a new
business plan and direction. We are currently engaged in discussions with a
company regarding the possibility of a reverse triangular merger (the “Merger”)
involving our company. At this stage, no definitive terms have been agreed to,
and neither party is currently bound to proceed with the Merger.
Results
of Operations
For the
period from inception through December 31, 2009, we had no revenue. Expenses
since inception were $53,290 resulting in a net loss of $53,290.
Capital
Resources and Liquidity
As of
December 31, 2009 we had $1,332 in cash.
While we
are attempting to commence operations and produce revenues, our cash position
may not be significant enough to support our daily operations. Management
intends to raise additional funds by way of a public or private
offering. Management believes that the actions presently being taken
to further implement its business plan and generate revenues provide the
opportunity for us to continue as a going concern. While we believe in the
viability of its strategy to increase revenues and in its ability to raise
additional funds, there can be no assurances to that effect. Our
ability to continue as a going concern is dependent upon our ability
to further implement its business plan and generate revenues.
We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
Critical Accounting
Policy and Estimates
Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of the financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results may differ
from these estimates.
-7-
Inventory
Inventory
consists of $8,955 of finished books and cards. Inventories are
stated at the lower of cost (first-in, first-out) or market (net realizable
value). During 2009 and 2008, we did not record a provision for
obsolete or impaired inventory.
Revenue
Recognition
Revenue
is recognized in accordance with the criteria included in SAB 101 and
104. Revenue from the sale of pictures and books is recognized when
the products are shipped and title is transferred, the sale is completed,
persuasive evidence of an arrangement exists, and collectability is reasonably
assured.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
Market
risk is the risk of loss from adverse changes in market prices and interest
rates. We do not have substantial operations at this time so they are not
susceptible to these market risks. If, however, they begin to
generate substantial revenue, their operations will be materially impacted by
interest rates and market prices.
-8-
Item
8. Financial Statements and supplementary data.
INDESTRUCTIBLE
I, INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
Table
of Contents
AS
OF DECEMBER 31, 2009
|
FINANCIAL
STATEMENTS
|
Page
#
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1 |
|
Balance
Sheet
|
F-2
|
|
Statement
of Operations and Retained
Deficit
|
F-3
|
|
Statement
of Stockholders Equity
|
F-4
|
|
Cash
Flow Statement
|
F-5
|
|
Notes
to the Financial Statements
|
F-6
- F-9
|
Gately
& Associates, LLC
3551 W
Lake Mary Blvd
Lake
Mary, FL 32746
Report of Independent Registered
Public Accounting Firm
To the
Board of Director and shareholders
We have
audited the accompanying balance sheet of Indestructible I, Inc. as of December
31, 2009 and 2008 and the related statement of operations, stockholders’ equity,
and cash flows for the twelve months ended December 31, 2009 and 2008 and from
inception (September 19, 2003) through the year then ended December 31, 2009.
These financial statements are the responsibility of company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with 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. 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 statements 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 Indestructible I, Inc. at December
31, 2009 and 2008 and the results of its operations and its cash flows for the
twelve months ended December 31, 2009 and 2008 and from inception (September 19,
2003) through December 31, 2009 in conformity with U.S. Generally Accepted
Accounting Principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Gately
& Associates, L.L.C.
Lake
Mary, FL
February
2, 2010
F-1
|
Indestructible
I, Inc.
|
||||||||
|
(a
development stage company)
|
||||||||
|
BALANCE
SHEET
|
||||||||
|
As
of December 31, 2009 and December 31, 2008
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
12/31/2009
|
12/31/2008
|
||||||
|
Cash
|
$ | 1,332 | $ | 30,919 | ||||
|
Total Current
Assets
|
1,332 | 30,919 | ||||||
|
TOTAL
ASSETS
|
$ | 1,332 | $ | 30,919 | ||||
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accrued
Expenses
|
$ | 3,525 | $ | 1,750 | ||||
|
Total Current
Liabilities
|
3,525 | 1,750 | ||||||
|
TOTAL
LIABILITIES
|
$ | 3,525 | $ | 1,750 | ||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Preferred Stock
- Par value $0.0001
|
||||||||
|
Authorized:
50,000,000
|
||||||||
|
Issued
and Outstanding: None
|
- | - | ||||||
|
Common
Stock - Par value $0.0001;
|
||||||||
|
Authorized:
200,000,000
|
||||||||
|
Issued
and Outstanding: 16,700,000
|
1,670 | 1,670 | ||||||
|
Additional
Paid-In Capital
|
49,427 | 47,530 | ||||||
|
Accumulated
Deficit
|
(53,290 | ) | (20,031 | ) | ||||
|
Total
Stockholders' Equity
|
(2,193 | ) | 29,169 | |||||
|
TOTAL
LIABILITIES AND EQUITY
|
$ | 1,332 | $ | 30,919 | ||||
The
accompanying notes are an integral part of these financial
statements.
F-2
|
Indestructible
I, Inc.
|
||||||||||||
|
(a
development stage company)
|
||||||||||||
|
STATEMENT
OF OPERATIONS
|
||||||||||||
|
For
the twelve months ending December 31, 2009 and 282 days ending December
31, 2008
|
||||||||||||
|
from
inception (March 25, 2008) through December 31, 2009
|
||||||||||||
|
12
MONTHS
|
282
DAYS
|
FROM
|
||||||||||
|
ENDING
|
ENDING
|
INCEPTION
|
||||||||||
|
12/31/2009
|
12/31/2008
|
TO
12/31/09
|
||||||||||
|
REVENUE
|
$ | - | $ | - | $ | - | ||||||
|
COST OF SERVICES
|
- | - | - | |||||||||
|
GROSS PROFIT OR (LOSS)
|
- | - | - | |||||||||
|
GENERAL AND ADMINISTRATIVE
EXPENSES
|
33,259 | 20,031 | 53,290 | |||||||||
|
NET INCOME (LOSS)
|
(33,259 | ) | (20,031 | ) | (53,290 | ) | ||||||
|
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(20,031 | ) | - | - | ||||||||
|
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (53,290 | ) | $ | (20,031 | ) | $ | (53,290 | ) | |||
|
Earnings (loss) per share
|
$ | (0.002 | ) | $ | (0.001 | ) | $ | (0.003 | ) | |||
|
Weighted average number of common
shares
|
16,700,000 | 14,358,363 | 15,675,734 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F-3
|
Indestructible
I, Inc.
|
||||||||||||||||||||
|
(a
development stage company)
|
||||||||||||||||||||
|
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
|
From
inception (March 25, 2008) through December 31, 2009
|
||||||||||||||||||||
|
COMMON
|
PAID-IN
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
|
SHARES
|
STOCK
|
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||||||
|
Capital
Contribution
|
- | $ | - | $ | 1,000 | $ | - | $ | 1,000 | |||||||||||
|
Stock
issued on acceptance
|
||||||||||||||||||||
|
of
incorporation expenses
|
||||||||||||||||||||
|
March
25, 2008
|
12,000,000 | 1,200 | - | - | 1,200 | |||||||||||||||
|
Stock
issued for cash at
|
||||||||||||||||||||
|
$0.01
per share on
|
||||||||||||||||||||
|
August
12, 2008
|
4,700,000 | 470 | 46,530 | - | 47,000 | |||||||||||||||
|
Net
Income (Loss)
|
(20,031 | ) | (20,031 | ) | ||||||||||||||||
|
Total,
December 31, 2008
|
16,700,000 | $ | 1,670 | $ | 47,530 | $ | (20,031 | ) | $ | 29,169 | ||||||||||
|
In-kind
contribution
|
500 | - | 500 | |||||||||||||||||
|
Capital
contribution
|
1,397 | - | 1397 | |||||||||||||||||
|
Net
Income (Loss)
|
(33,259 | ) | (33,259 | ) | ||||||||||||||||
|
Total,
December 31, 2009
|
16,700,000 | $ | 1,670 | $ | 49,427 | $ | (53,290 | ) | $ | (2,193 | ) | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
|
Indestructible
I, Inc.
|
||||||||||||
|
(a
development stage company)
|
||||||||||||
|
STATEMENTS
OF CASH FLOWS
|
||||||||||||
|
For
the twelve months ended December 31, 2009 and 282 days ending December 31,
2008
|
||||||||||||
|
from
inception (March 25, 2008) through December 31, 2009
|
||||||||||||
|
12
MONTHS
|
282
DAYS
|
FROM
|
||||||||||
|
ENDING
|
ENDING
|
INCEPTION
|
||||||||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
12/31/2009
|
12/31/2008
|
TO
12/31/2009
|
|||||||||
|
Net
income (loss)
|
$ | (33,259 | ) | $ | (20,031 | ) | $ | (53,290 | ) | |||
|
In-kind
Contribution
|
500 | - | 500 | |||||||||
|
Stock
as compensation
|
- | 1,200 | 1,200 | |||||||||
|
Increase
(Decrease) in Accrued Expenses
|
1,775 | 1,750 | 3,525 | |||||||||
|
Total
adjustments to net income
|
2,275 | 2,950 | 5,225 | |||||||||
|
Net
cash provided by (used in) operating activities
|
(30,984 | ) | (17,081 | ) | (48,065 | ) | ||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
|
None
|
- | - | - | |||||||||
|
|
||||||||||||
|
Net
cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
|
Capital
Contribution
|
1,397 | 1,000 | 2,397 | |||||||||
|
Cash
proceeds from common stock issuance
|
- | 47,000 | 47,000 | |||||||||
|
Net
cash flows provided by (used in) financing activities
|
1,397 | 48,000 | 49,397 | |||||||||
|
CASH RECONCILIATION
|
||||||||||||
|
Net
increase (decrease) in cash
|
(29,587 | ) | 30,919 | 1,332 | ||||||||
|
Cash -
beginning balance
|
30,919 | - | - | |||||||||
|
CASH BALANCE - END OF
PERIOD
|
$ | 1,332 | $ | 30,919 | $ | 1,332 | ||||||
The
accompanying notes are an integral part of these financial
statements.
F-5
Indestructible
I, Inc.
(a
development stage company)
NOTES
TO FINANCIAL STATEMENTS
1.
Summary of significant accounting policies:
Industry:
Indestructible
I, Inc. was incorporated in the state of Delaware as of March 25, 2008. It was
incorporated in order to design and manufacture the most durable front truck
bumpers for the trucking industry. The Company will leverage the talents of its
sole executive.
The
financial statements included elsewhere in this prospectus have been prepared in
conformity with generally accepted accounting principles in the United States,
which contemplates continuation as a going concern. However, we have not
generated any operating revenue, expect to generate operating losses during some
or all of our planned development stages, and have a negative cash flow from
operations, which raises substantial doubt about our ability to continue as a
going concern. In view of these matters, our ability to continue as a going
concern is dependent upon our ability to meet our financial requirements, raise
additional capital, and the success of our future operations.
The
Company has adopted its fiscal year end to be December 31.
Results
of Operations and Ongoing Entity:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company’s ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
Liquidity
and Capital Resources:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth until a business
is located.
Cash and
Cash Equivalents:
The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
Basis of
Accounting:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
F-6
Income
Taxes:
The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management; it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
Fair
Value of Financial Instruments:
The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
The Company for issuance of debt with similar terms and remain in
maturities.
The
carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.
Concentrations
of Credit Risk:
Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time, the Company has no deposits that
are at risk.
2.
Related Party Transactions and Going Concern:
The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. We
have identified the business in which we wish to engage in; however, we do not
have any definitive agreements relating to such business at this
time.
A related
party paid expenses in the amount of $500 on behalf of the Company, which are
recorded as non-cash in-kind contributions to equity.
3. Notes
Payable:
On
September 8, 2009, the Company borrowed $2,000 from a related party
individual. All notes are demand notes carrying a 3% interest
rate. As of October 15, 2009, $603 was paid back on the note and the
principal balance due of $1,397 was converted to capital. No interest was
accrued.
4. Accounts
Receivable and Customer Deposits:
Accounts
receivable and Customer deposits do not exist at this time; therefore, have no
allowances accounted for or disclosures made.
5. Use
of Estimates:
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
F-7
6. Revenue
and Cost Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
7. Accrued
Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
8. Operating
Lease Agreements:
The
Company has no agreements at this time.
9. Stockholder's
Equity:
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.0001, of which
none are issued or outstanding.
On March
25, 2008, common stock includes 200,000,000 shares authorized at a par value of
$0.0001, of which 12,000,000 have been issued for the amount of $1,200 in
acceptance of the incorporation expenses for the Company.
On August
12, 2008, the Company issued 4,700,000 shares of common stock for $47,000, or
$0.01 per share. The stock issuance was a private placement of shares
of which the Company considers exempt from registration with the U.S. Securities
and Exchange Commission.
10. Required
Cash Flow Disclosure for Interest and Taxes Paid:
The
company has paid no amounts for federal income taxes and interest. The Company
issued 12,000,000 common shares of stock to its sole officer in acceptance of
the expenses paid on behalf of the Company.
11. Earnings
Per Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available
to
common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
12. Income
Taxes:
The
Company has a net operating loss carry-forward of $53,290 that will expire 20
years after the years generated. The net operating loss carry forwards may be
used to reduce taxable income through the years 2028 to 2029.
The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used. The tax based net operating losses create
tax benefits in the amount of $10,658 from inception through December 31,
2009.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December 31, 2009 are as
follows:
F-8
|
Deferred
tax assets:
|
||||
|
Federal
net operating loss
|
$
|
7,994
|
||
|
State
net operating
loss
|
2,664
|
|||
|
Total
Deferred Tax Asset
|
10,658
|
|||
|
Less
valuation allowance
|
(10,658
|
)
|
||
|
0
|
||||
The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
|
Federal
income tax
rate
|
15.0
|
%
|
||
|
State
tax, net of federal benefit
|
5.0
|
%
|
||
|
Increase
in valuation allowance
|
(20.0
|
%)
|
||
|
Effective
income tax
rate
|
0.0
|
%
|
13.
Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2009. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit 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 and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
F-9
Item
9. Changes in and Disagreements with Accountants on Accounting and Financing
Disclosure.
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
Item
9A. Controls and Procedures.
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company. Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, 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.
Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008. The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2009, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
-9-
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
Our
executive officer’s and director’s and their respective ages as of December
31, 2009 are as follows:
|
NAME
|
AGE
|
POSITION
|
|
Patrick
Day
|
25
|
President,
Chief Executive Officer, Principal Accounting Officer,
Director
|
|
Richard
M. Day, Jr.
|
40
|
Secretary
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Patrick
Day
Patrick
Day was born in Salt Lake City, Utah on September 14, 1984. Mr. Day currently
resides in Taylorsville, Utah. Mr. Day graduated from grade 12 at Alta High
School in Sandy, Utah in June 2003. Mr. Day has been employed at American
Registrar & Transfer Co. in Salt Lake City, Utah since June 2003 as an
account manager. Mr. Day has an active interest in off road vehicles and is
involved in off road driving with organized clubs in the state of
Utah.
Richard M. Day,
Jr.
Richard
M. Day, Jr. has spent over 15 years in the oil and gas industry, originally
starting with Frontier Natural Gas Company (now Esenjay Exploration) in 1994. In
1997 Mr. Day joined Enron Oil & Gas (a subsidiary of Enron Corporation)
which became EOG Resources, Inc. in 1999.
Mr. Day
has been with EOG Resources since 1999 and is now a Senior Drilling Engineering
Technician in the Oklahoma City division. His responsibilities include handling
the drilling plans for 5 rigs currently operating in Oklahoma, Texas and Kansas,
general accounting and cost tendencies of all facets of the division’s drilling
operations.
Prior to
his work in oil and gas, Mr. Day worked from 1988 to 1994 as an intern, law
clerk and paralegal at the law firms Snow, Christensen & Martineau (Salt
Lake City, 1988-1991) then Abowitz, Welch & Rhodes (Oklahoma City,
1991-1994).
Mr. Day
attended the University of Oklahoma from 1987-88, Oklahoma City University
1992-94 and Oklahoma City Community College 1995-97.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
-10-
Item
11. Executive Compensation.
Compensation
of Executive Officers
Summary
Compensation Table
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2009 and 2008 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
SUMMARY
COMPENSATION TABLE
Summary Compensation Table;
Compensation of Executive Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended December 31, 2009 in all capacities for the accounts of our executives,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||
|
Patrick
Day, Chairman, Chief Executive Officer and Chief Financial
Officer
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||
|
Richard
M. Day, Jr.
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through December 31,
2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending December 31, 2009 by the executive officer named
in the Summary Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as
of February 2, 2010 and by the officers and directors, individually
and as a group. Except as otherwise indicated, all shares are owned
directly.
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|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class (1)
|
|
Common
Stock
|
Patrick
Day
50
West Broadway, 10th Fl
Salt
Lake City, Utah 84101
|
12,000,000
|
71.8%
|
|
Common
Stock
|
All
executive officers and directors as a group
|
12,000,000
|
71.8%
|
(1) Based
upon 16,700,000 shares outstanding as of February 2,
2009.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
On March
25, 2008, we issued 12,000,000 founder shares of common stock to Patrick Day
pursuant to the exemption from registration set forth in section 4(2) of the
Securities Act of 1933. The total purchase price of the Shares was
$1,200.
Item
13. Certain Relationships and Related Transaction, and Director
Independence
None.
Item
14. Principal Accounting Fees and Services.
Audit
Fees: Aggregate fees billed for professional services rendered for the audit of
our annual financial statements for the years ended December 31, 2009 and 2008
were approximately $1,500 and $1,500 respectively.
Audit-related
Fees: There were no fees for assurance and related services reasonably related
to the performance of the audit or review of our financial statements and not
reported under “Audit Fees” above in the years ended December 31, 2009 and
2008.
Tax Fees:
There were no fees for tax services for the years ended December 31, 2009 and
2008.
All Other
Fees: There were no aggregate fees billed for professional services other than
those described above were for the fiscal years ended December 31, 2009 and
2008
We do not
have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors.
The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records
of what percentage of the above fees were
pre-approved. However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
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PART
IV
Item
15. Exhibits, Financial Statement Schedules.
a).
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
|
Exhibits
#
|
Title
|
|
14
|
Code
of Ethics
|
|
31.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
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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, thereunto duly authorized.
INDESTRUCTIBLE
I, INC.
|
By:
|
/s/ Patrick
Day
|
|
PATRICK
DAY
|
|
|
Chairman
of the Board of Directors,
Principal
Executive Officer
Principal
Financial Officer, Controller
Principal
Accounting Officer
February
2, 2010
|
|
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