Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - 4301 Inc | f10k2009ex31_4301.htm |
| EX-32.1 - CERTIFICATION - 4301 Inc | f10k2009ex32_4301.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
|
þ
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2009
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ___________ to ___________
Commission
File No. 000-51877
4301,
INC.
(Name
of small business issuer in its charter)
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DELAWARE
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|
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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19800
MacArthur Blvd., Irvine, California
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92612
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|
(Address
of principal executive offices)
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(Zip
Code)
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(949)
798-6138
(Registrant’s
telephone number, including area code)
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Securities
registered under Section 12(b) of the Exchange Act:
|
|
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Title
of each class registered:
|
Name
of each exchange on which registered:
|
|
None
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None
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Securities
registered under Section 12(g) of the Exchange Act:
|
|
|
Common
Stock, par value $.001
(Title
of class)
|
|
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 whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes x No
o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
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
|
¨
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Accelerated
filer
|
¨
|
|
Non-accelerated
filer
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¨
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Smaller
reporting company
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x
|
|
(Do
not check if a smaller reporting company)
|
Revenues
for year ended December 31, 2009: $0
Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2009, was: N/A
Number of
shares of the registrant’s common stock outstanding as of February
4, 2010 was: 100,000
Documents
Incorporated by Reference: None.
TABLE
OF CONTENTS
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PART
I
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ITEM
1.
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1
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ITEM
2.
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2
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ITEM
3.
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2
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ITEM
4.
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2
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PART
II
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ITEM
5.
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2
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ITEM
7.
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3
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ITEM
8.
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F-1
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ITEM
9.
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5
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ITEM 9A.
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5
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PART
III
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ITEM
10.
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6
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ITEM
11.
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7
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ITEM
12.
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7
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ITEM
13.
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8
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| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | |
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PART
IV
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ITEM
15.
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8
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9
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PART
I
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DESCRIPTION
OF BUSINESS
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General
4301,
Inc. was incorporated on December 9, 2005 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We have been in the developmental
stage since inception and have no operations to date other than issuing shares
to our original shareholder.
We will
attempt to locate and negotiate with a business entity for the combination of
that target company with us. The combination will normally take the form of a
merger, stock- for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that we will be successful in locating or negotiating with any target
company.
We have
been formed to provide a method for a foreign or domestic private company to
become a reporting (“public”) company whose securities are qualified for trading
in the United States secondary market.
Perceived
Benefits
There are
certain perceived benefits to being a reporting company with a class of
publicly- traded securities. These are commonly thought to include the
following:
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-
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the
ability to use registered securities to make acquisitions of assets or
businesses;
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|
-
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increased
visibility in the financial community;
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-
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the
facilitation of borrowing from financial institutions;
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-
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improved
trading efficiency;
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-
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shareholder
liquidity;
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-
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greater
ease in subsequently raising capital;
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-
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compensation
of key employees through stock options for which there may be a market
valuation;
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-
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enhanced
corporate image;
|
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-
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a
presence in the United States capital
market.
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Potential Target
Companies
A
business entity, if any, which may be interested in a business combination with
us may include the following:
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-
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a
company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;
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-
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a
company which is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to
it;
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-
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a
company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
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-
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a
company which believes that it will be able to obtain investment capital
on more favorable terms after it has become public;
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-
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a
foreign company which may wish an initial entry into the United States
securities market;
|
1
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-
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a
special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified Employee Stock Option
Plan;
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-
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a
company seeking one or more of the other perceived benefits of becoming a
public company.
|
A
business combination with a target company will normally involve the transfer to
the target company of the majority of our issued and outstanding common stock,
and the substitution by the target company of its own management and board of
directors.
No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.
Employees
We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.
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DESCRIPTION
OF PROPERTY
|
We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
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LEGAL
PROCEEDINGS
|
We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
None.
PART
II
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MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
|
No Public Market for Common
Stock
There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
The
Securities and Exchange Commission has adopted Rule 15g-9 which 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 certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) 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 (i) obtain financial
information and investment experience and objectives of the person; and
(ii) 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 Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis
on which the broker or dealer made the suitability determination and (ii) 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 stocks in both public offerings and in secondary trading, and
about 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.
2
Holders
There is
one holder of our Common Stock. The issued and outstanding shares of our Common
Stock were issued in accordance with the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Recent Sales of Unregistered
Securities
None.
Equity Compensation Plan
Information
The
following table sets forth certain information as of December 31, 2009, with
respect to compensation plans under which our equity securities are authorized
for issuance:
|
(a)
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(b)
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(c)
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Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
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Weighted-average
exercise price of outstanding options, warrants and rights
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Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
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Equity
compensation plans
approved by security
holders
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None
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||
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Equity
compensation plans
not approved by
security holders
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None
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||
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|||
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Total
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
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Plan of
Operation
The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
3
Results of
Operation
The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2009. For the year ended December 31, 2009, the registrant
recognized a net loss of $3,350. Some general and administrative expenses from
inception were accrued. Expenses from inception were comprised of costs mainly
associated with legal, accounting and office.
Liquidity and Capital
Resources
At
December 31, 2009, the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.
Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites
and similar methods. No estimate can be made as to the number of persons who
will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in
such solicitation. Management and its affiliates will pay referral fees to
consultants and others who refer target businesses for mergers into public
companies in which management and its affiliates have an interest. Payments are
made if a business combination occurs, and may consist of cash or a portion of
the stock in the Company retained by management and its affiliates, or
both.
Yusuke
Matsuo will supervise the search for target companies as potential candidates
for a business combination. Yusuke Matsuo will pay, as his own expenses, any
costs he incurs in supervising the search for a target company.
Yusuke
Matsuo may enter into agreements with other consultants to assist in locating a
target company and may share stock received by it or cash resulting from the
sale of its securities with such other consultants. Yusuke Matsuo controls us
and therefore has the authority to enter into any agreement binding us. Yusuke
Matsuo as our sole officer, director and only shareholder can authorize any such
agreement binding us. See "ITEM 4:
4
|
FINANCIAL
STATEMENTS
|
4301,
Inc.
(a
development stage company)
FINANCIAL
STATEMENTS
AS
OF DECEMBER 31, 2009
4301,
Inc.
(a
development stage company)
Financial
Statements Table of Contents
|
FINANCIAL
STATEMENTS
|
Page
#
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|
Independent
Registered Auditor Report
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F-1
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Balance
Sheet
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F-2
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Statement
of Operations and Retained Deficit
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F-3
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Statement
of Stockholders Equity
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F-4
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Cash
Flow Statement
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F-5
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Notes
to the Financial Statements
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F-6
- F-10
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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 4301, 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 4301, 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
January
28, 2010
F-1
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4301,
Inc.
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||||||||
|
(a
development stage company)
|
||||||||
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BALANCE
SHEETS
|
||||||||
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As
of December 31, 2009 and 2008
|
||||||||
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ASSETS
|
||||||||
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CURRENT ASSETS
|
12/31/2009
|
12/31/2008
|
||||||
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Cash
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$ | - | $ | - | ||||
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Total Current
Assets
|
- | - | ||||||
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TOTAL
ASSETS
|
$ | - | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
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CURRENT LIABILITIES
|
||||||||
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Accrued
Expenses
|
$ | 10,850 | $ | 7,500 | ||||
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Total Current
Liabilities
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10,850 | 7,500 | ||||||
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TOTAL
LIABILITIES
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$ | 10,850 | $ | 7,500 | ||||
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STOCKHOLDERS' EQUITY
|
||||||||
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Preferred Stock
- Par value $0.001;
|
||||||||
|
Authorized:
10,000,000
|
||||||||
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None issues and
outstanding
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$ | - | $ | - | ||||
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Common Stock -
Par value $0.001;
|
||||||||
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Authorized:
100,000,000
|
||||||||
|
Issued and
Outstanding: 100,000
|
100 | 100 | ||||||
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Additional
Paid-In Capital
|
- | - | ||||||
|
Accumulated
Deficit
|
(10,950 | ) | (7,600 | ) | ||||
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Total
Stockholders' Equity
|
(10,850 | ) | (7,500 | ) | ||||
|
TOTAL
LIABILITIES AND EQUITY
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
F-2
|
4301,
Inc.
|
||||||||||||
|
(a
development stage company)
|
||||||||||||
|
STATEMENTS
OF OPERATIONS
|
||||||||||||
|
For
the twelve months ending December 31, 2009 and 2008 and
|
||||||||||||
|
from
inception (December 9, 2005) through December 31, 2009
|
||||||||||||
|
12
MONTHS
|
12
MONTHS
|
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
|
3,350 | 3,250 | 10,950 | |||||||||
|
NET INCOME (LOSS)
|
(3,350 | ) | (3,250 | ) | (10,950 | ) | ||||||
|
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(7,600 | ) | (4,350 | ) | - | |||||||
|
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (10,950 | ) | $ | (7,600 | ) | $ | (10,950 | ) | |||
|
Earnings (loss) per share
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.11 | ) | |||
|
Weighted average number of common
shares
|
100,000 | 100,000 | 100,000 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F-3
|
4301,
Inc.
|
||||||||||||||||
|
(a
development stage company)
|
||||||||||||||||
|
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||
|
From
inception (December 9, 2005) through December 31, 2009
|
||||||||||||||||
|
COMMON
|
ACCUM.
|
TOTAL
|
||||||||||||||
|
SHARES
|
STOCK
|
DEFICIT
|
EQUITY
|
|||||||||||||
|
Stock
issued on acceptance
|
100,000 | $ | 100 | $ | - | $ | 100 | |||||||||
|
of
incorporation expenses
|
||||||||||||||||
|
December
9, 2005
|
||||||||||||||||
|
Net
Income (Loss)
|
(400 | ) | (400 | ) | ||||||||||||
|
Total,
December 31, 2005
|
100,000 | 100 | (400 | ) | (300 | ) | ||||||||||
|
Net
Income (Loss)
|
(1,450 | ) | (1,450 | ) | ||||||||||||
|
Total,
December 31, 2006
|
100,000 | 100 | (1,850 | ) | (1,750 | ) | ||||||||||
|
Net
Income (Loss)
|
(2,500 | ) | (2,500 | ) | ||||||||||||
|
Total,
December 31, 2007
|
100,000 | 100 | (4,350 | ) | (4,250 | ) | ||||||||||
|
Net
Income (Loss)
|
(3,250 | ) | (3,250 | ) | ||||||||||||
|
Total,
December 31, 2008
|
100,000 | $ | 100 | $ | (7,600 | ) | $ | (7,500 | ) | |||||||
|
Net
Income (Loss)
|
(3,350 | ) | (3,350 | ) | ||||||||||||
|
Total,
December 31, 2009
|
100,000 | $ | 100 | $ | (10,950 | ) | $ | (10,850 | ) | |||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
|
4301,
Inc.
|
|||||||||||||
|
(a
development stage company)
|
|||||||||||||
|
STATEMENTS
OF CASH FLOWS
|
|||||||||||||
|
For
the twelve months ending December 31, 2009 and 2008 and
|
|||||||||||||
|
from
inception (December 9, 2005) through December 31, 2009
|
|||||||||||||
|
12
MONTHS
|
12
MONTHS
|
FROM
|
|||||||||||
|
ENDING
|
ENDING
|
INCEPTION
|
|||||||||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
12/31/2009
|
12/31/2008
|
TO
12/31/09
|
||||||||||
|
Net
income (loss)
|
$ | (3,350 | ) | $ | (3,250 | ) | $ | (10,950 | ) | ||||
|
Stock
issued as compensation
|
- | - | 100 | ||||||||||
|
Increase
(Decrease) in Accrued Expenses
|
3,350 | 3,250 | 10,850 | ||||||||||
| Total adjustments to net income | 3,350 | 3,250 | 10,950 | ||||||||||
|
Net
cash provided by (used in) operating activities
|
- | - | - | ||||||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|||||||||||||
|
None
|
- | - | - | ||||||||||
|
|
|||||||||||||
|
Net cash flows
provided by (used in) investing activities
|
- | - | - | ||||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|||||||||||||
|
None
|
- | - | - | ||||||||||
|
|
|||||||||||||
|
Net
cash flows provided by (used in) financing activities
|
- | - | - | ||||||||||
|
CASH RECONCILIATION
|
|||||||||||||
|
Net
increase (decrease) in cash
|
- | - | - | ||||||||||
|
Cash -
beginning balance
|
- | - | - | ||||||||||
|
CASH BALANCE - END OF
PERIOD
|
$ | - | $ | - | $ | - | |||||||
The
accompanying notes are an integral part of these financial
statements.
F-5
4301,
Inc.
(a
development stage company)
NOTES TO
FINANCIAL STATEMENTS
1.
Summary of significant accounting policies:
Industry:
4301, Inc. (the Company), a Company incorporated in the state of Delaware
as of December 9, 2005 plans to locate and negotiate with a business entity for
the combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.
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 once 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 remaining 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. At this time The Company has not identified
the business that it wishes to engage in.
The Company's shareholder funds The Company's activities while The Company
takes steps to locate and negotiate with a business entity for combination;
however, there can be no assurance these activities will be successful.
3. Accounts Receivable and Customer Deposits:
Accounts receivable and Customer deposits do not exist at this time and
therefore have no allowances accounted for or disclosures made.
F-7
4. 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.
5. Revenue and Cost Recognition:
The Company uses the accrual basis of accounting in accordance with
generally accepted accounting principles for financial statement
reporting.
6. Accrued Expenses:
Accrued expenses consist of accrued legal, accounting and office costs
during this stage of the business.
7. Operating Lease Agreements:
The Company has no agreements at this time.
8. Stockholder's Equity:
Preferred stock includes 10,000,000 shares authorized at a par value of
$0.001, of which none are issued or outstanding.
Common Stock includes 100,000,000 shares authorized at a par value of
$0.001, of which 100,000 have been issued for the amount of $100 on December 31,
2005 in
acceptance of the incorporation expenses for the Company.
9. Required Cash Flow Disclosure for Interest and Taxes Paid:
The company has paid no amounts for federal income taxes and interest. The
Company issued 100,000 common shares of stock to its sole shareholder in
acceptance of the incorporation expenses for the Company.
10. 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.
F-8
11. Income Taxes:
The Company has available net operating loss
carryforwards 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. These net operating
losses expire as the following, $400 at 2025, $1,450 at 2026, $2,500 at 2027,
$3,250 at 2028 and $3,350 at 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 $2,190 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:
| Deferred tax assets: | ||||
| Federal net operating loss | $ | 1,643 | ||
| State net operating loss | 547 | |||
| Total Deferred Tax Asset | 2,190 | |||
| Less valuation allowance | (2,190 | ) | ||
| 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 | % |
F-9
12. Controls and Procedures:
Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the
Company’s principal financial and accounting officer), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of December 31, 2009. Based upon that
evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in the reports that the Company files or submits under
the Exchange Act, is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to the Company’s management, including the
Company’s CEO and CAO, as appropriate, to allow timely decisions regarding
required disclosure.
13. Subsequent Events:
None known at this time.
F-10
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
Our
accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
|
CONTROLS
AND PROCEDURES
|
Evaluation of disclosure
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.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the
company, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial
statements.
Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting. Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2009.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
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 our
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
controls
We
have not made any changes to our internal controls during our fourth quarter of
2008. We have not identified any deficiencies or material weaknesses or other
factors that could significantly affect these controls, and therefore, no
corrective action was taken.
5
PART
III
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT
|
We have
one Director and Officer as follows:
|
Name
|
Age
|
Positions and Offices
Held
|
|
Yusuke
Matsuo
|
President/Director
|
Yusuke
Matsuo was appointed as a member of the Company’s Board of Directors and as the
Company’s President, Chief Executive Officer, Chairman of the Board, and Chief
Financial Officer and Principal Accounting Officer each as of March 27, 2007.
From January 1, 2007 to the present Mr. Matsuo has been doing research to
establish his own employment agency and internet-based
employment advertising site in Japan. He has also been employed
on a per diem basis doing work such as moving jobs, construction jobs, delivery
jobs, and factory jobs. From May 7, 2006 to December 28, 2006 Mr.
Matsuo worked for Kluster, Co. Ltd., an employment agency, as a Branch Operation
Coordinator. In that capacity he was responsible for managing the day to day
activity of the employment agency, specifically coordinating workers to job
sites, preparing daily management reports, and managing compensation for
workers. From June 2, 2003 to April 25, 2006 Mr. Matsuo worked as a
Branch Manager for Master Piece Co, Ltd. where he was responsible for managing
day to day activity of employment agency and training office
staff. Yusuke Matsuo, the sole officer and director of the Company is
not an officer and director of any other blank check companies.
There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.
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.
All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.
None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
Audit
Committee
We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.
6
Certain Legal
Proceedings
No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
Compliance With Section
16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2009.
Code of
Ethics
The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
|
EXECUTIVE
COMPENSATION
|
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 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
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||
|
Yusuke
Matsuo
President,
Chief
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||
|
Executive
Officer,
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||
|
Chief
Financial Officer
|
||||||||||||||||||||||||||
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
|
Name
and Address of
Beneficial
Owner
|
Amount
of Beneficial Ownership
|
Percentage
of Class
|
|
Yusuke
Matsuo
|
100,000
|
100%
|
|
All
Executive Officers
and
Directors as a Group (1 Person)
|
100,000
|
100%
|
7
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS.
|
We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
| ITEM 14. | PRINCIPAL ACCOUNT FEES AND SERVICES |
Audit
Fees
For the
Company’s fiscal years ended December 31, 2009 and 2008, we were billed
approximately $1,500.00 and $1,500.00, respectively, for professional services
rendered for the audit and review of financial statements included in our
periodic and other reports filed with the Securities and Exchange Commission for
our year ended December 31, 2009 and 2008.
Tax Fees
For the
Company’s fiscal years ended December 31, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2009 and
2008.
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.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
-approved
by our audit committee; or
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
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.
PART
IV
|
EXHIBITS
|
|
Method
of Filing
|
Exhibit
Number
|
Exhibit
Title
|
|
Incorporated
by reference to Exhibit 3.1 to Form 10SB filed on April 3, 2006 (File No.
000-51877)
|
3.1
|
Certificate
of Incorporation of 4301, Inc.
|
|
Incorporated
by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2006 (File No.
000-51877)
|
3.2
|
By-Laws
|
|
Filed
with the original Form 10-KSB on March 13, 2008
|
14
|
Code
of Ethics
|
|
Filed
herewith
|
31.1
|
Certification
of Yusuke Matsuo pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed
herewith
|
32.1
|
Certification
of Yusuke Matsuo pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
8
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, there unto duly authorized.
4301,
Inc.
|
By:
|
/s/ Yusuke
Matsuo
|
|
Chief
Executive Officer
Chief
Financial Officer, Principal Accounting Officer and
Director
|
|
Dated:
|
February
4, 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
|
Title
|
Date
|
|
/s/ Yusuke Matsuo
Yusuke
Matsuo
|
Chief
Executive Officer
Chief
Financial Officer,
Director,
and Principal Accounting Officer
|
February
4, 2010
|
9