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EX-31.1 - EXHIBIT 31.1 SARBANES OXLEY 302 - MELT INCex31_1sarbanesoxley.htm
EX-32.1 - EXHIBIT 32.1 SARBANES OXLEY 906 - MELT INCex32_1sarbanesoxley.htm



 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended  
December 31, 2009
[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  
[   ] to [   ]
Commission file number  
333-109990

MELT INC.
(Exact name of registrant as specified in its charter)

 
Nevada
 
47-0925451
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

 
31556 Loma Linda Rd., Temecula, CA
 
92592
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:
 
(310) 601-7907

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange On Which Registered
N/A
 
N/A

Securities registered pursuant to Section 12(g) of the 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 the Securities Act. 
 
Yes   No √
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
 
Yes   No √

 



 
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 last 90 days. 
 
Yes  √ No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement 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 in Part III of this Form 10-K or any amendment to this Form 10-K.
 
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  
Accelerated filer
 
Non-accelerated filer
Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
 
Yes   No √

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2009  was $1,848,600 based on a $0.012 closing price for the Common Stock on December 31, 2009. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
 
21,290,000 Common Shares issued & outstanding as of March 15, 2010
 


DOCUMENTS INCORPORATED BY REFERENCE
None.
 

 


 

 
 

 


 
 
 
Business
 
4
 
 
Risk Factors
 
7
 
 
Properties
 
12
 
 
Legal Proceedings
 
12
 
 
(Removed and Reserved)
 
14
 
 
Market for Common Equity and Related Stockholder Matters
 
14
 
 
Selected Financial Data
 
15
 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
15
 
 
Quantitative and Qualitative Disclosures About Market Risk
 
21
 
 
Financial Statements and Supplementary Data
 
21
 
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
23
 
 
Controls and Procedures
 
23
 
 
Other Information
 
24
 
 
Directors, Executive Officers and Corporate Governance
 
24
 
 
Executive Compensation
 
27
 
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
 
29
 
 
Certain Relationships and Related Transactions, and Director Independence
 
29
 
 
Principal Accountants Fees and Services
 
30
 
 
Exhibits, Financial Statement Schedules
 
31
 
         

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 


 
PART I
 
 
Business
 
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this annual report, the terms "we", "us", "our" and "Melt" mean Melt, Inc. our wholly-owned subsidiaries, Melt (California) Inc. and Melt Franchising LLC.  The term “Melt CA” refers to Melt (California) Inc., and the term “Melt Franchising” refers to Melt Franchising LLC, unless otherwise indicated.
 
Corporate Overview
 
The address of our principal executive office is 31556 Loma Linda Rd, Temecula, CA 92592. Our telephone number is (310) 601-7907.
 
Our common stock is quoted on the OTC Bulletin Board under the symbol “MLTC”.
 
Corporate History
 
Melt Inc. was incorporated in the State of Nevada on July 18, 2003 with the intention of being a non-operational holding company, and establishing or purchasing brands that it could license to its subsidiaries or other companies.
 
On August 6, 2003, a wholly owned subsidiary Melt CA was formed in the State of California with the intent to commence operations as an owner/operator of gelato bars and coffee shops, under license of the Melt brand, which it obtained from its holding company. The first corporate owned retail store was opened on November 28, 2003.
 
On February 26, 2005 Melt Franchising LLC was incorporated in the state of Nevada with the intent of licensing, selling and supporting individuals and corporations to become franchisees of the brands established or obtained by Melt Inc.
 
On July 27, 2004, Villa Melt LLC was incorporated in the State of California for the purpose of operating retail gelato bars as a joint venture with our supplier.  Upon incorporation and until August 22, 2006, we owned 50% of the equity, the other 50% was owned by a previous supplier of our company (Dolci Dolci LLC).  On August 22, 2006, we sold our entire interest in this company.


 
Our Current Business
 
Through our wholly-owned subsidiary, Melt Franchising LLC, we franchise retail gelato bars and quick casual restaurants under the name of "Melt-gelato italiano®", “Melt - café & gelato bar®”, and “Melt gelato and crepe cafe®.” Our main business strategy is licensing our brand and business methodology through Melt Franchising LLC to franchise owned and operated stores. In March 2005, Melt Franchising LLC filed Franchise Disclosure Documents, which allowed it to offer franchises in those states that do not require registration and in California.  Currently, we are approved to sell franchises in New York, California, Maryland, Virginia and Illinois as well as in those states that do not require franchisors to file separate Franchise Disclosure Document offerings.
 
As of April 2005, we embarked on a strategy to grow our business through the sale of franchises. We commenced marketing in July 2005 and have entered into 49 franchise agreements as of December 31, 2009.  Of the forty-nine franchise agreements sold, nineteen  stores are currently open and operating, fourteen  in California, one  in Arizona, one in Massachusetts, one in Illinois, one in Virginia and one in New York.  Thirteen stores have closed and seventeen agreements have been terminated due to franchisees not finding suitable locations within the time period allowed. As of December 31, 2009, we have entered into one franchise agreement for an additional store, which we expect to open in 2010. In 2009, two new franchise owned stores were opened and five closed. In 2008, we opened three stores and closed four stores. In 2008, we reduced the pace of our growth with the intention of solidifying our operations and procedures, improving our in-store and retail marketing program, and fine tuning the look and feel of the stores. We have now substantially completed our new look and feel, together with adding a number of new products, and will be ready to resume our pace of growth towards the third quarter of 2010 assuming the general economy has improved.
 
Our subsidiary, Melt CA, was previously responsible for owning and operating corporate owned gelato bars, and constructing gelato bars, for and on behalf of franchisees. Currently, our company does not own or operate any gelato bars.  As of September 2007, we discontinued all operations of Melt CA, and no longer offer the services of constructing stores for our franchisees, due to continuing losses and infrastructure requirements. We currently do not plan on owning/operating any corporate owned stores.  We have allowed the registration of Melt CA to lapse with the California Secretary of State.
 
Sources of Revenue
 
Our current revenue stream is derived from several sources by our wholly-owned subsidiary, Melt Franchising LLC. We charge an initial franchise fee, a recurring royalty and a marketing fee based on sales at franchisee owned and operated stores.  Melt Franchising LLC also sold food and beverages to franchise owned and operated stores until October 2008 when we stopped selling food and beverages to franchise owned and operated stores.  In 2007, Melt (California) Inc. generated a portion of its revenue from the management of the construction of retail locations and the sale of equipment to franchisees; however, as of September 30, 2007, Melt CA discontinued these operations.
 
Products
 
Our company generates its revenue from franchise fees, royalties, marketing fees and from rebates received by suppliers that distribute products directly to the stores. The products sold in the stores owned by the franchisees include gelato, sorbetto, crepes, panini, salads, smoothies, coffee, sodas, and other food related items.
 
Principal Markets and target customer
 
In 2009, our franchisees owned and operated stores in Arizona, California, Illinois, Massachusetts, Virginia and New York. Our initial strategy was to license stores to operate in major regional shopping malls; however, in 2008 we started allowing franchisees to open up stores outside of major regional shopping


 
malls and will continue to focus on this strategy as we are more confident that our new look and feel, together with the products we now offer, allow us to create a destination point as opposed to an impulse buy. The appeal of our product and concept allows us to target a broad range of customers comprised of males and females of all ages and all incomes, however, we will primarily concentrate in areas that have a joint family income of $75,000 and greater.
 
Principal Suppliers
 
We currently obtain our main products from two suppliers.  We believe our suppliers have the capability to increase production to meet our needs now and in the future.
 
Competition
 
The quick service and quick casual service food sector is characterized by intense and substantial competition.  We believe that our business competes with large and established  ice cream retailers such as Ben & Jerry's, Haagen-Dazs, Dreyer’s, Baskin-Robbins, Dairy Queen and Cold Stone Creamery Company, as well as other small to medium sized ice cream and yogurt business entities that provide similar products, as well as other quick service and quick casual food retailers.  Direct competition with retail food stores that market and sell Italian ice cream (gelato) is, however, limited to a few companies with less than 40 stores and individual business people that have one to a few gelato bars. The market is growing at a rapid rate and new gelato bars are opening up in various markets across the country.
 
Employees
 
We have no other employees other than our directors and officers.
 
As of December 1, 2007, we entered into a management agreement with Chill Inc. whereby all employees of our company and our subsidiaries were transferred to Chill Inc. This was done to simplify the operations at Melt and to reduce audit and other costs. Chill Inc. is a non-arms length company in that Clive Barwin and Brandon Barwin are the main shareholders of Chill Inc.  As a result of this agreement, we are not subject to collective bargaining agreements.
 
Our officers and management roles are divided as follows:
 
President, Chief Executive Officer, Secretary and Chief Financial Officer – Clive Barwin, has direct responsibility for overall management, marketing, finance, product and business development.
 
Vice-President (Operations) – Brandon Barwin, has direct responsibility for operations of franchise owned stores and product development.
 
Growth Strategy
 
Our plan for the year ending 2010 includes opening two franchise owned and operated stores in two states. During 2008 and 2009, we dramatically curtailed our growth to allow us time to solidify the financial affairs of our business  spend time improving the look and feel of the stores, and improve our operations, procedures and marketing departments before expanding at a faster  rate. Now that we have substantially completed these objectives, our plan is to once again resume our expansion plans; in a strategic and focused fashion. Commencing in the third quarter of 2010, (assuming the general state of the economy is strengthening), we will resume marketing to recruit new franchisees, and thus expect to open 12 new franchise owned stores in 2011. During the years ahead, we plan on being more selective when qualifying individuals who would like to become franchisees, with the intention of reducing the number of failing or underperforming stores. We also plan to license the brand to master franchisees in the Middle East and in Korea.


 
Government Regulation
 
We are in the perishable food industry.  The development, manufacture and marketing of products sold by our company is subject to extensive regulation by various government agencies, including the U.S. Federal Trade Commission, Franchise Trade Commission as well as various state and local agencies including state health department and building departments. To date, we believe we have been able to satisfy all the requirements of these departments.
 
Intellectual Property
 
Melt Inc. has registered the following service or trade marks “M Melt” ®, ‘Melt – gelato italiano”®. “Melt – café & gelato bar®” and “Melt – gelato and crepe café®”. Melt Franchising has obtained a license from Melt Inc. to franchise these marks. These measures may not be adequate to prevent the unauthorized use of our trade names.  We may be unable to prevent third parties from acquiring and using names that are similar to, infringe upon, or otherwise decrease the value of our trademark/service marks and other proprietary rights. We are not aware that our products or proprietary rights infringe the proprietary rights of any third parties.
 
We do not rely on trade secrets to protect our intellectual property.  We do not execute confidentiality and non-disclosure agreements with our own staff, however, as part of our franchise agreement our franchisees are required to execute confidentiality, non-disclosure, and non-competition agreements. We believe our success depends on the knowledge, experience, and commitment of our management team and on the success of our franchisees.
 
REPORTS TO SECURITY HOLDERS
 
We are not required to deliver an annual report to our stockholders, but will voluntarily send an annual report, together with our annual audited financial statements upon request.  We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission.  Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
 
 
The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC  20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  We are an electronic filer.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The Internet address of the site is http://www.sec.gov.
 
Risk Factors
 
Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
 
Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.  We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".


 
Our common shares are considered speculative as our business is still in an early growth stage of its development.  Prospective investors should consider carefully the risk factors set out below.
 
Risks Related to our Business
 
We commenced our business operations in July, 2003 and opened our first retail store in November, 2003 and thus have a limited operating history.  If we cannot successfully manage the risks normally faced by early stage companies, our business may fail.
 
We have a limited operating history.  Our future is subject to the risks and expenses encountered by early stage companies, such as uncertainty regarding level of future revenue and inability to budget expenses and manage growth accordingly, uncertainty regarding acceptance of our products and retail operations and inability to access sources of financing when required and at rates favorable to us.  Our limited operating history and the highly competitive nature of the retail food industry make it difficult to predict future results of our operations.  We may not establish a customer following that will make us profitable, which might result in the loss of some or all of your investment in our common stock.
 
If we are unable to protect our trade name, our efforts to increase public recognition of our ”Melt” brand may be impaired and we may be required to incur substantial costs to protect our trade name.
 
Our service/trademarks “M Melt®” "Melt-gelato italiano®", “Melt – café & gelato bar®”, and “Melt – gelato and crepe café®” have been registered with the US Patent & Trade Mark Office.  However, these measures may not be adequate to prevent the unauthorized use of our trade names.  We may be unable to prevent third parties from acquiring and using names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.  We may need to bring legal claims to enforce or protect such intellectual property rights.  Any litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources.  Any claims, by or against us, could be time consuming and costly to defend or litigate, divert our attention and resources and result in the loss of goodwill associated with our trade names.  An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties; require expenditure of significant resources to develop non-infringing trade name and trademarks, any of which could have a material adverse effect on our business, operating results and financial condition.
 
 
The franchising industry is a highly litigious industry and almost all franchisors have one or many lawsuits filed against it.  If we have many lawsuits filed against us, or lose the ones that have already been filed we may be required to incur substantial costs to defend them, which might result in the loss of some or all of your investment in our common stock.
 
Although we engage in ethical business practices at all times and adhere to all the rules and regulations governed by the franchise act, due to the litigious nature of our industry we could have more lawsuits filed against us. Any litigation, by or against us, could be time consuming and costly, and divert our attention and resources. An adverse outcome in litigation could have a material adverse effect on our business, operating results and financial condition.
 
The establishment and maintenance of the brand identity “Melt” is critical to our future success.  If we are unable to promote and maintain our “Melt” brand, our business could fail.
 
Since we expect that substantially all of our revenues will be generated from purchases by the consumer of our gelato and related products at franchise owned and operated retail outlets, market acceptance of our products is critical to our future success.  Factors such as market positioning, retail locations, the availability and price of competing products (in particular, frozen desserts), and the introductions of new products will affect the market acceptance of our business.


 
We believe that establishing and maintaining the brand identity of our products will increase the appeal of our products to prospective customers.  Consumer recognition and a preference of our "Melt" branded products over similar products offered by our competition will be critical to our future success.  Promotion and enhancement of our gelato and related products will depend largely on our success in continuing to provide high quality products and service.  In order to attract and retain customers and to promote and maintain our "Melt" brand in response to competitive pressures, we may increase our financial commitment to creating and maintaining a distinct brand loyalty among our customers.  Currently, given the large number of factors and variables in achieving and maintaining consumer recognition and brand loyalty, we cannot anticipate or estimate how much we may be required to spend to establish such loyalty.  If we are unable to provide high quality products, or otherwise fail to promote and maintain our "Melt" brand, incur excessive expenses in an attempt to improve, or promote and maintain our brand, we may not be able to successfully implement our business plan and achieve a profitable level of operations.
 
Due to the nature of our products, we will be subject to specific risks unique to the retail frozen desert industry.
 
Specialty retail food businesses such as ours are often affected by changes in consumer and competitive conditions, including changes in consumer tastes; national, regional, and local economic conditions and demographic trends; and the type, number, and location of competing businesses.  Adverse publicity resulting from food quality, illness, injury, or other health concerns or operating issues stemming from one of our products may adversely affect our retail operations.  We, as well as our competitors, are subject to the foregoing risks, the occurrence of any of which would impair or prevent our efforts to establish and expand our frozen dessert operations.  The occurrence of such risks may result in an investor losing some or all of their investment in our common stock.
 
Because we face intense competition, an investment in our company is highly speculative.
 
The retail frozen dessert industry is characterized by intense and substantial competition.  We believe that our business competes with large and established ice cream retailers such as Ben & Jerry's, Haagen-Dazs, Dreyer’s, Baskin-Robbins, Dairy Queen and Cold Stone Creamery Company, as well as other small to medium sized ice cream and gelato business entities that provide similar products, including stores that sell frozen yogurt.
 
A number of our competitors are well established, substantially larger, and have substantially greater market recognition, greater resources and broader distribution capabilities than we have.  These existing and future competitors may be able to respond more quickly than us to new or changing opportunities, product and customer requirements, and may be able to undertake more extensive promotional activities, have access to more retail locations and adopt more aggressive pricing policies than we do.  Increased competition by these existing and future competitors could materially and adversely affect our ability to commence, maintain, or expand our operations.
 
Our operations are subject to governmental regulation associated with the food service industry, the operation and enforcement of which may restrict our ability to carry on our business.
 
We are in the perishable food industry.  The development, manufacture and marketing of products sold by us will be subject to extensive regulation by various government agencies, including the U.S. Food and Drug Administration and the U.S. Federal Trade Commission, as well as various state and local agencies.  These agencies regulate production processes, product attributes, packaging, labeling, advertising, storage and distribution.  These agencies establish and enforce standards for safety, purity and labeling.  In addition, other governmental agencies (including the U.S. Occupational Safety and Health Administration), establish and enforce health and safety standards and regulations in the workplace, including those in our retail locations.  Our retail locations will be subject to inspection by federal, state, and local authorities.  We will seek to comply at all times with all such laws and regulations.  We will obtain and maintain all necessary permits and licenses relating to our operations, and will ensure that our facilities and practices comply with applicable governmental laws and regulations.  Nevertheless, there is no guarantee that we


 
will be able to comply with any future laws and regulations.  Our failure to comply with applicable laws and regulations could subject us to civil remedies including fines, injunctions, recalls or seizures as well as potential criminal sanctions.
 
As a result of such regulations we may encounter a variety of difficulties or extensive costs, which could delay or preclude us from marketing our products or continuing or expanding our operations.  We cannot predict if all necessary approvals will be granted or that if granted, any approval will be received on a timely basis.  If approvals are not obtained or are delayed, this may also preclude us from marketing our products or continuing or expanding our operations.
 
Because our officers, directors and principal shareholders control a substantial portion of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval.
 
Our officers and directors, in the aggregate, beneficially own 17.8% of the issued and outstanding shares of our common stock.  In addition, Glynis Sive, the spouse of Clive Barwin, beneficially owns 9.3% of the issued and outstanding shares of our common stock.  As a result, these individuals have the ability to exert significant influence over matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and Glynis Sive can exercise such influence over our company, investors may not be able to replace our management if they disagree with the way our business is being run.  Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.
 
Because we might not have sufficient insurance to cover any losses that may arise, we might have uninsured losses, increasing the possibility that you would lose your investment.
 
We may incur uninsured liabilities and losses as a result of the conduct of our business.  At the moment, we do not carry directors and officers insurance nor do we cover insurance for lawsuits brought against our company or our directors.  Should uninsured losses occur, purchasers of our common stock could lose their entire investment.
 
Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.
 
We are authorized to issue up to 100,000,000 common shares, of which 21,290,000 are issued and outstanding.  Our board of directors has the authority to cause our company to issue additional shares of common stock or issue warrants or options to purchase shares of common stock without the consent of any of our shareholders.  Consequently, our shareholders may experience more dilution in their ownership of our company in the future.
 
We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.
 
We currently do not have substantial assets to pay all of our liabilities. In addition we are in default as per the terms of a loan in the amount of $400,000 as we did not pay the interest owing when  due. Due to our not being able to pay our liabilities we may be forced into bankruptcy. In such case, based on the current condition of our company, stock holders would receive nothing for their interest in our company.
 
Our future liquidity is dependent on obtaining and sustaining positive cash flows from operations. If our company is unable to generate the cash flow necessary to sustain future operations, we may be forced to terminate or wind down operations, if this happens you may lose some or all of the value of your investment in our common stock


 
These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended December 31, 2009. If we are unable to continue as a going concern, investors will likely lose all of their investment in our company.
 
Risks Related to our Securities
 
Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.
 
Our common stock is quoted on the OTC Bulletin Board service of the National Association of Securities Dealers.  Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our company’s operations or business prospects.  This volatility could depress the market price of our common stock for reasons unrelated to operating performance.  Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex.  Accordingly, shareholders may have difficulty reselling any of the shares.
 
Our stock is a penny stock.  Trading of our stock may be restricted by the SEC's "Penny Stock" regulations which may limit a stockholder's ability to buy and sell our stock.
 
Our stock is a penny stock.  The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.
 
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 


 
Item 2.                 Properties
 
Our main office is located at 31556 Loma Linda, Temecula, CA 92592.  We do not expect to lease any new facilities in the near future.
 
We have three non cancellable operating leases for stores which we assigned to franchisees in California, one store lease that we have sub-let to a franchisee in California and one store lease in California that we are the guarantor.  The leases have terms of up to 10 years, call for monthly rental payments of between $5,000 and $12,000, and are subject to annual consumer price index inflation increases.  The leases contain no renewal options.
 
Our subsidiary Melt CA entered into six leases which were terminated prior to the expiry of the leases.  Melt CA has accrued a total of $525,000 in expected settlement costs relating to these leases in the accrued expenses of discontinued operations as of December 31, 2009.
 
Legal Proceedings
 
Melt Franchising, LLC and Melt (California), Inc. v. Steven A. Field, M.D., MMS Coconut Point, LLC, and MMS King of Prussia Court, LLC (Respondents).
 
On March 18, 2007, we and Melt CA filed a demand for arbitration against Steven A. Field, MD., MMS Coconut Point, LLC and MMS King of Prussia Court, LLC (collectively, “Field”) seeking a finding and/or declaration of entitlement to terminate Field’s four franchise agreements.  We and Melt CA also seek unpaid royalties and advertising contributions; rent and other charges due under a sublease with Melt CA; an amount equal to all unpaid construction invoices; an amount equal to all unpaid invoices for products purchased by Field; and costs and expenses of arbitration and attorneys’ fees.  As of December 31, 2009, the demand is still pending.
 
David Gold, Elena Gold, EAOA, Inc., Steven Field, MMS Management, LLC, MMS Coconut Point, LLC, Jong Han, Yon Ho Kim, Young Suk Kim, Kang Won Lee, Yoo & Lee Enterprises, Inc., Charindra Liyanage, Liyange Investments, LLC (Plaintiffs) v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Brandon Barwin, Michael Zorehkey, Rick Zorehkey, Eddie Ollman, Scott Miller, and Alin Cruz.
 
On September 19, 2007, six of our franchisees filed a putative class action lawsuit against us, our affiliates, our officers and some of our employees in which the franchisees allege that we fraudulently induced the franchisees to enter into franchise agreements by misrepresenting facts about the franchise opportunity.  The lawsuit sought injunctive relief and damages, in an unspecified amount, under several state franchise acts, restitution and injunctive relief under various provisions of the California Unfair Business Practices Act, damages and injunctive relief under the “Cartwright” Act, and damages for fraud, interference with prospective economic advantage, and unjust enrichment and declaratory relief. On or about June 30, 2008, the Court dismissed the plaintiffs’ lawsuit. On or about August 26, 2008, the Plaintiffs filed a Notice of Appeal. Kang Won Lee, You & Lee Enterprises Inc, Yon Ho Kim and Young Suk Kim have withdrawn their appeals. The outcome of the appeal should be known towards the end of the March 2010.
 
Melt Franchising, LLC v. PMI Enterprises, Inc. and John Flannery.
 
On June 24, 2008, we filed an ex parte application for a temporary restraining order and preliminary injunction against PMI Enterprises, Inc. and John Flannery for significant violations of the franchise agreement.  On August 18, 2008, the Court granted our motion for a preliminary injunction and ordered the parties to allow us to assume management of the store, cease using our marks, assign the parties’ lease for the store to us, and required the parties to sell all or any portions of the assets.  On September 4, 2008, the parties filed counterclaims for injunctive relief, restitution, fraud, unjust enrichment, and declaratory relief.  Melt filed a Motion to Dismiss the parties’ counterclaims and on January 9, 2009, the Court dismissed all


 
of the parties’ California claims and asked the parties to amend their complaint. The case against John Flannery has been dismissed as the defendant has been declared bankrupt, and the case against PMI is on hold as PMI has now filed a bankruptcy application.
 
Jong Han v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Brandon Barwin, Michael Zorehkey, Rick Zorehkey, Eddie Ollman, and Alin Cruz.
 
On August 22, 2008, Jong Han filed a Complaint against us similar to the purported class action suit that was dismissed by the Court.  On or about December 8, 2008, the Court granted our motion to compel arbitration. On October 20, 2009 the plaintiff dismissed the case. On January 28, 2010 the court ordered the plaintiff to pay fees and costs to Melt in the amount of $29,783
 
Kang Won Lee and Yoo and Lee Enterprises v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Rick Zorehkey, and Eddie Ollman.
 
On August 22, 2008, Kang Won Lee and Lee Enterprises filed a Complaint against us similar to the purported class action suit that was dismissed by the Court described above.  In November of 2008, the parties withdrew their complaint against our company.
 
Yon Ho Kim and Young Suk Kim v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Eddie Ollman, and Michael Zorehkey.
 
On or about December 3, 2008, Ho Kim and Suk Kim filed a Complaint against us similar to the purported class action suit that was dismissed by the Court described above. On or about February 8, 2009, the Court granted our motion to compel arbitration. On March 29, 2009 the parties settled this matter.
 
Mayflower Emerald Square LLC v. Melt Inc and Melt (California), Inc.
 
In October 2008, Mayflower Emerald Square LLC filed a complaint against both Melt CA and our company for early termination of a lease in North Attleboro, MA. The lease was signed by Melt CA only, however, the plaintiff claims Melt Inc was acting as an agent of Melt CA and thus has named Melt Inc. as a defendant. Discovery is expected to commence before March 30, 2010.
 
Braintree Property Associates LP v Melt Inc, Melt Franchising LLC and Clive Barwin (Melt)
 
On April 2, 2009, Braintree Property Associates LP (landlord) filed suit against Melt which alleges that Melt made a verbal representation to landlord that Melt would be assuming obligations of a lease made between landlord and a former Melt Franchising franchisee. Melt Inc filed a motion to dismiss, which was not granted by the court. Discovery is expected to commence before March 30, 2010.
 
Coconut Point Developers LLC (Coconut Point) v Melt (California) Inc
 
In September 2007 Coconut Point filed a complaint against Melt (California) Inc for early termination of a lease in Naples, Florida. Melt (California) Inc decided not to defend the case, as a result on November 20th, 2008 the court ordered costs and damages in favor of Coconut Point in the amount of approximately $801,500 plus interest at an annual rate of 11%. This amount plus interest has not been included in Liabilities of Discontinued Operations as management considers that the amount in Liabilities of Discontinued operations is adequate to cover  settlement of all amount owing by Melt (California) if a settlement was to be made.
 


Del Amo Fashion Center Operating Company LLC (Del Amo)  v Melt (California) Inc and Does 1 to 10 inclusive (Melt)
 
On January 22, 2010 Del Amo filed a complaint against Melt (California) Inc and Does 1 to 10 for early termination of a lease in Redondo Beach, California, claiming past due and future rents pursuant to the lease of $1,032,385. To date Melt (California Inc) has not responded to the complaint.
 
Gain / Loss on settlement of disputes
 
On April 15, 2008, our company settled a dispute with one of our franchisees for the amount of $85,000. The dispute arose based upon the franchisee’s breach of the non-competition clause in the franchise agreement.
 
On March 29, 2009, our company agreed to settle a dispute with Yon Ho Kim and Young Suk an ex franchisee for an amount of $30,000.
 
On October 20th, 2009, our company agreed to settle a dispute with Westfield LLC for the early termination of a lease at Connecticut Post, CT for an amount of $5,575.
 
(Removed and Reserved)
 
PART II
 
Market for Common Equity and Related Stockholder Matters
 
In the United States, our common shares are traded on the Over-the-Counter Bulletin Board under the symbol “MLTC.”  The following quotations obtained from Stock Watch reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission an may not represent actual transactions.
 
The high and low prices of our common shares for the periods indicated below are as follows:

Quarter Ended(1)
High
Low
December 31, 2009
$0.12
$0.06
September 30, 2009
$0.06
$0.06
June 30, 2009
$0.01
$0.01
March 31, 2009
$0.02
$0.02
December 31, 2008
$0.05
$0.05
September 30, 2008
$0.10
$0.10
 
(1)           Our common shares were initially approved for quotation on the OTC Bulletin Board on June 27, 2005 under the symbol “MLTC”.
 
Our common shares are issued in registered form. Nevada Agency & Trust Co., 50 West Liberty, Suite 800, Reno, NV  89501 (Telephone 775-322-0626, Facsimile 775-322-5623) is the registrar and transfer


 
agent for our common shares.  On March 18, 2010, the shareholders' list of our common shares showed 74 registered shareholders and 21,290,000 shares outstanding.
 
Dividends
 
We have not declared any dividends on our common stock since the inception of our company on July 18, 2003.  There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock.  However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
 
Equity Compensation Plan Information
 
The following table provides a summary of the securities authorized for issuance under Equity Compensation Plans, the weighted average price and number of securities remaining available for issuance, all as at December 31, 2009.

Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
(a)
(b)
(c)
Equity compensation plans approved by security holders
N/A
N/A
N/A
Equity compensation plans not approved by security holders
0.00
$0.00
3,000,000
Total
0.00
N/A
3,000,000
 
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
 
We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2009.
 
Recent Sales of Unregistered Securities
 
None
 
Selected Financial Data
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes for the years ended December 31, 2009 and December 31, 2008 that appear elsewhere in this annual report.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward


 
looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" of this annual report.
 
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
Overview
 
Since inception on July 18, 2003, we have been engaged in the development, ownership, operation and franchising of Italian style ice cream and coffee shops (gelaterias) and quick casual restaurants offering for sale Italian gelato (ice cream), sorbetto, crepes, paninis, salads, smoothies, coffee, sodas, and other food related items.
 
Our main revenue from continuing operations consists of royalties earned from franchise owned retail stores and franchise fees charged to new franchisees. Our first store opened on November 28, 2003 in Palm Desert, California and since then we opened three corporate owned stores, of which we sold our interest in two of them and closed one.  Our first franchised store was opened in Glendale, California in November 2004, and since then we have opened a total of 32, of which 13 have closed. During fiscal 2009, two new franchise owned store opened and 5 closed.
 
Results of Operations
 
Year Ended
December 31
 
   
2009
   
2008
 
Sales
  $ 738,916     $ 1,887,663  
Cost of Sales
  $ 59,480     $ 881,484  
Operating Expenses
  $ 542,422     $ 1,039,581  
Net Income (Loss)
  $ 21,280     $ (103,143 )
 
Total revenue from continuing operations for the year ended December 31, 2009 was $738,916, compared to $1,887,633 for the year ended December 31, 2008, a decrease of 61%.  The decrease in revenue is due to: i) the decrease in the number of new franchised owned stores; and ii) decrease in food and beverage sales, and a decrease in same store sales.  As of October 2008, we stopped selling food and beverages to the stores.
 
During the year ended December 31, 2009, no new corporate owned stores were opened and two new franchise owned stores were opened, for a total of nineteen franchise stores operating at the end of the year. During the period ending December 31, 2008, no new corporate owned stores were opened and three new franchise owned stores were opened, for a total of twenty one franchise stores operating at the end of the year.
 
We posted net income of $21,280 for the year ended December 31, 2009, compared to a net loss from operations of $103,143 for the year ended December 31, 2008 and net income from continuing operations of $21,280 for the year ended December 31, 2009, compared to a net loss from continuing operations of $21,412 for the year ended December 31, 2008. The decrease in the net loss was mainly due to a $153,121, or 49% decrease from the prior year in professional fees; a $139,000, or 33% decrease from the prior year in management fees; and, a $60,715, or 76% decrease from the prior year in marketing expenses.
 
Expenses
 
Cost of sales for continuing operations for the year ended December 31, 2009 amounted to $59,480 or 8% of sales compared to $881,484 or 46% for the year ended December 31, 2008.  The decrease in the cost of


 
sales is directly related to our decrease in sales of food and beverage to franchise stores. The decrease in percentage cost of sales to sales is due primarily to a change in the mix of the revenue, with food and beverage sales accounting for 10% of total revenue for the year ended December 31, 2009, compared to 54% for the year ended December 31, 2008 and franchise revenue accounting for 70% of total revenue for the year ended December 31, 2009, compared to 33% for the year ended December 31, 2008.
 
Total expenses from continuing operations for the year ended December 31, 2009 were $542,422 compared to $1,039,581for the year ended December 31, 2008. The decrease is mainly due to the decrease in professional, management and marketing expenses as a result of the company’s mandate to curtail its expansion plans, while at the same time improving its operational efficiencies.
 
Management fees amounted to $276,000 for the year ended December 31, 2009 compared to $415,000 for the year ended December 31, 2008.  The net decrease is primarily due to the reduction in the number of management staff required.  Management fees include staff costs, rent, utilities and communication costs.
 
Marketing expenses from continuing operations amounted to $18,727 for the year ended December 31, 2009 as compared to $79,442 for the year ended December 31, 2008.  The decrease in expense was primarily driven by management’s decision to curtail marketing expenses due to the economic slowdown.
 
General and administrative expenses from continuing operations amounted to $82,626 for the year ended December 31, 2009 as compared to $153,784 for the year ended December 31, 2008.  The decrease is due to a focused effort to reduce general operating costs to achieve profitability.  Our general and administrative expenses consisted of travel expenses, office supplies, data processing, and miscellaneous expenses.
 
Depreciation and amortization from continuing operations amounted to $0 for the year ended December 31, 2009 compared to $8,581 for the year ended December 31, 2008. The decrease is due to the sale and disposal of equipment during the 2008 year.
 
We have incurred $158,145 in professional fees for audit and accounting, computer services and legal fees for the year ended December 31, 2009, compared to $311,266 in 2008.  The decrease is primarily due to a reduction of costs from 2008 in connection with the preparation and filing of our reports required for the SEC, expanding our Franchise Disclosure Documents to three additional registration states and to defend against litigation brought against our company and some of our officers.
 
Liquidity and Financial Condition

Working Capital
     
   
At December 31,
2009
   
At December 31,
2008
 
Current Assets
  $ 47,672     $ 72,799  
Current Liabilities
  $ 1,076,530     $ 743,004  
Working Capital
  $ (1,028,858 )   $ (670,205 )
 



 

Cash Flows
     
   
At December 31,
2009
   
At December 31,
2008
 
Net Cash provided (Used) by Operating Activities
 
  $ (18,897 )   $ 81,469  
Net Cash Provided (Used) by Discontinued Operations
 
  $ -     $ (38,779 )
Net Cash Provided (Used) by Operating Activities
 
   $ (18,897 )    $ 42,690  
Net Cash Provided (Used) by Investing Activities
 
  $ -     $ -  
Net Cash Provided (Used) by Financing Activities
 
  $ -     $ (50,618 )
Net Increase (Decrease) in Cash
  $ (18,897 )   $ (7,928 )
 
At December 31, 2009, we had a continuing operations working capital deficit of $1,028,858 compared to a deficit of $670,205 for the year ended December 31, 2008. The increase was mainly due to the reclassification of a $400,000 convertible note payable from long term to current during 2009 due to a default of payment terms, partially offset by a reduction in deferred revenue of $75,000.
 
At December 31, 2009, our total assets were $47,672, of which $41,028 consisted of cash and $6,644 consisted of receivables.
 
At December 31, 2009, our total liabilities were $1,756,252, of which, $1,076,530 were from continued operations, all of which are current liabilities.  At December 31, 2009, our total liabilities from discontinued operations were $679,722.
 
As at December 31, 2009, we owe $191,263 related to short-term operating loans and $88,000 in management fees to an officer and director.
 
Future Financings
 
The year 2008 was a transition year for our company. At the beginning of the year, we decided to scale down our company with the intent of perfecting the look and feel of our stores, products sold in our stores, and our operations and marketing departments. We reduced our operating and overhead expenses dramatically and simplified operations with the intent of making our company profitable. These plans were aimed at creating a strong platform to allow us to once again be able to grow the franchise network in 2009. Due to the economy we decided to withhold any expansion plans, and expect to commence these plans towards the third quarter of 2010 subject to the general state of the economy.
 
Presently, we have insufficient revenue and cash flow to support any expansion plans.   Management is in the process of creating a plan for the raising of additional capital to help with the planned expansion.
 
Immediate Objectives
 
Our primary objective for the twelve month period ending December 31, 2010 will be to build on the base that we have now created and re-start our planned expansion program in 2010.  We also plan on expanding our marketing program with the intention of creating some brand awareness and thus increasing sales at our franchise owned stores. Our expansion and marketing efforts to attract new franchisees will be greatly curtailed until we are confident that the economy is recovering.


 

 
Retail Locations
 
Our business plan for 2010 envisions opening two new franchise owned stores and no corporate owned stores.
 
Promotion
 
Our marketing efforts in 2010 will be focused towards improving our in-store marketing campaign with the intent of improving sales at the store level.
 
Personnel
 
As part of our cost cutting efforts, in 2007 we transferred all of our employees to Chill Inc. and entered into an agreement whereby Chill Inc. will perform all management related functions for the group. Chill Inc. currently employs two full time employees who work full time on behalf of our company.  The functions that these employees perform are: Clive Barwin, President & CEO, Chief Financial Officer and Secretary and Brandon Barwin, Vice President Operations.   These employees handle all of the responsibilities of our company.  In addition, Clive Barwin, our President and Chief Executive Officer, provides us with capital raising services.  We may choose to compensate the Chill Inc. employees with consideration other than cash, such as shares of our common stock or options to purchase shares of our common stock.
 
Contractual Obligations
 
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
 
Going Concern
 
The consolidated audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
APPLICATION OF CRITICAL ACCOUNTING POLICIES
 
Our consolidated audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.


 

 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates
 
Revenue Recognition
 
Our revenues are derived primarily from franchisee fees, royalties and marketing fees from franchise owned stores, and previously from the sale of food and beverages to franchise owned stores, from the sale of the operation of corporate owned retail stores, including revenue from store development, acquisition and construction services on behalf of its franchisees.
 
NEW ACCOUNTING PRONOUNCEMENTS

In September 2009, our company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The FASB established the ASC as the single source of authoritative non-governmental United States Generally Accepted Accounting Principles (“GAAP”), superseding various existing authoritative accounting pronouncements. It eliminates the previous GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue an Accounting Standards Update (“ASU”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the ASC, provide background information about the guidance and provide the bases for conclusions on the change(s) in the ASC. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes.

In October 2009, the FASB issued an ASU that amended the accounting rules addressing revenue recognition for multiple-deliverable revenue arrangements by eliminating the criterion for objective and reliable evidence of fair value for the undelivered products or services. Instead, revenue arrangements with multiple deliverables should be divided into separate units of accounting provided the deliverables meet certain criteria. Additionally the ASU provides for elimination of the use of the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables based on their relative selling price. A hierarchy for estimating such selling price is included in the update. This ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption is permitted. We do not believe this update will have a significant impact on our consolidated financial statements.
 
In October 2009, the FASB issued an ASU that provides a list of items to consider when determining whether the software and non-software components function together to deliver a product’s essential functionality. This ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We do not believe this update will have a significant impact on our consolidated financial statements.

In September 2009, the FASB issued an ASU providing clarification for measuring fair value when a quoted price in an active market for the identical liability is not available. It also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. This ASU is effective for fiscal periods beginning after August 27, 2009. The adoption of this ASU did not have a material impact on our consolidated financial statements.


 
 

In May 2009, the FASB established the standards for accounting for and disclosure of subsequent events. It defines subsequent events as those events or transactions that occur after the balance sheet date, but before the financial statements are issued or available to be issued. The statement defines subsequent events as either recognized or non-recognized and requires the date through which an entity evaluates subsequent events be disclosed. We adopted this guidance in June 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued amended disclosure rules concerning interim disclosure requirements for fair value of financial instruments. These rules amend the previous accounting standard, which now require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The effective date of this amendment is for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We adopted the provisions of this amendment as of June 30, 2009. The adoption of these amended disclosure rules did not have a material impact on our consolidated financial statements.

Effective October 1, 2008, we adopted standards and related applicable amendments regarding fair value measurement. In this standard, the FASB defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, rather it applies to existing accounting pronouncements that require or permit fair value measurements. The FASB first amended the statement to exclude guidance regarding leases and certain other lease-related accounting pronouncements. A second amendment delayed the effective date for nonfinancial assets and nonfinancial liabilities, except for items that are already recognized or disclosed at fair value in the financial statements on a recurring basis, to fiscal years beginning after November 15, 2008. A third amendment clarifies the application of this statement in determining the fair value of financial assets and liabilities in a market that is not active and provides examples to illustrate key considerations in determining such fair value. Lastly, the fourth amendment provides additional guidance on estimating fair value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset and liability. The adoption of this standard did not have a material impact on our consolidated financial statements.

In March 2008, the FASB issued guidance requiring enhanced disclosures about derivative and hedging activities. These disclosures should enable financial statement users to understand how and why a company uses derivative instruments and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. We adopted this guidance in January 2009.  The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2007, the FASB issued guidance regarding business combinations, which significantly changes the principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree, and the goodwill acquired. We adopted this guidance in January 2009.  The adoption of this guidance did not have a material impact on our consolidated financial statements.
 
Quantitative and Qualitative Disclosures About Market Risk
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Financial Statements and Supplementary Data
 
Our consolidated audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
 
 
The following consolidated audited financial statements are filed as part of this annual report:
 
Independent Auditor's Report
 
Consolidated Audited Balance Sheets as at December 31, 2009 and 2008
 
Consolidated Audited Statements of Operations for the years ended December 31, 2009 and 2008.
 
Consolidated Audited Statements of Changes in Stockholders' Equity for the years ended December 31, 2009 and  2008.
 
Consolidated Audited Statements of Cash Flows for the years ended December 31, 2009 and 2008.
 
Notes to the Consolidated Financial Statements.
 



















MELT INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 









C O N T E N T S



Report of Independent Registered Public Accounting Firm
 
Consolidated Balance Sheets
 
Consolidated Statements of Operations
 
Consolidated Statements of Stockholders’ Equity (Deficit)
 
Consolidated Statements of Cash Flows
 
Notes to the Consolidated Financial Statements
 



 

 
To the Board of Directors of Melt, Inc. and Subsidiaries
 
Temecula, California
 
We have audited the accompanying consolidated balance sheets of Melt, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Melt, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
 
We were not engaged to examine management's assessment of the effectiveness of Melt, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2009 and, accordingly, we do not express an opinion thereon.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operation for the foreseeable future.  Management’s plans in regard to these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

 
HJ Associates & Consultants, LLP
 
Salt Lake City, Utah
 
March 23, 2010
 



MELT INC. AND SUBSIDIARIES

ASSETS
 
   
   
December 31,
 
   
2009
   
2008
 
   
 
       
CURRENT ASSETS
           
Cash
  $ 41,028     $ 59,925  
Receivables, net of allowance of $6,000 and $1,005 respectively
    6,644       12,874  
Total Current Assets
    47,672       72,799  
OTHER ASSETS
               
Debt issuance costs (Note 5)
    -       20,067  
Total Other Assets
    -       20,067  
TOTAL ASSETS
  $ 47,672     $ 92,866  
 
 

 


 



































The accompanying notes are an integral part of these financial statements

MELT INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 
   
December 31,
 
   
2009
   
2008
 
             
CURRENT LIABILITIES
 
           
Accounts payable
  $ 92,781     $ 130,505  
Accrued expenses
    -       15,000  
Accrued management fees – related party (Note 2)
    88,000       88,000  
Notes payable- related party (Note 2)
    100,000       100,000  
Accrued interest - related party (Note 2)
    91,263       81,263  
Notes payable
    600,000       182,630  
Accrued interest
    79,486       45,606  
Deferred revenue
    25,000       100,000  
                 
Total Current Liabilities
    1,076,530       743,004  
                 
LONG-TERM LIABILITIES
               
                 
Notes payable
    -       400,000  
                 
LIABILITIES OF DISCONTINUED OPERATIONS (Note 7)
    679,722       679,722  
                 
TOTAL LIABILITIES
    1,756,252       1,822,726  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
Common stock: $0.001 par value 100,000,000 shares
               
authorized; 21,290,000 and 21,290,000 shares issued and
               
outstanding, respectively
    21,290       21,290  
Additional paid-in capital
    1,837,173       1,877,113  
Deferred equity compensation
    -       (39,940 )
Accumulated deficit
    (3,567,043 )     (3,588,323 )
                 
Total Stockholders’ Equity (Deficit)
    (1,708,580 )     (1,729,860 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 47,672       92,866  
                 
 
 
 
 

 

The accompanying notes are an integral part of these financial statements


 
MELT INC. AND SUBSIDIARIES
 
 
                  
 
   
For the Year Ended
December 31,
 
   
2009
   
2008
 
             
REVENUES
           
             
Food and beverage sales
  $ 74,464      $ 1,019,196  
Franchise fees
    92,500       130,000  
Royalty and marketing fees
    520,002       616,571  
Equipment sales
    -       54,322  
Miscellaneous income
    51,950       67,574  
                 
Total Revenues
    738,916       1,887,663  
                 
COST OF SALES
               
                 
Cost of food and beverage
    36,832       830,594  
Miscellaneous
    22,648       50,890  
                 
Total Cost of Sales
    59,480       881,484  
                 
GROSS PROFIT
    679,436       1,006,179  
                 
EXPENSES
               
                 
Marketing
    18,727       79,442  
Bad debt expense
    6,924       45,927  
Depreciation and amortization
    -       8,581  
Professional fees
    158,145       311,266  
Rent
    -       25,581  
Management fees
    276,000       415,000  
General and administrative expenses
    82,626       153,784  
 
    Total Expenses
    542,422       1,039,581  
                 
INCOME (LOSS) FROM OPERATIONS
   $ 137,014      $ (33,402 )
                 

 
 


The accompanying notes are an integral part of these financial statements

 
MELT INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Continued)
 

   
For the Year Ended
December 31,
 
   
2009
   
2008
 
             
OTHER INCOME (EXPENSES)
           
             
Interest expense
    (81,317 )     (73,937 )
Gain (Loss) on litigation settlements
    (34,417 )     85,927  
                 
Total Other Income (Expenses)
    (115,734 )     11,990  
                 
INCOME (LOSS) BEFORE DISCONTINUED
               
OPERATIONS
  $ 21,280     $ (21,413 )
                 
LOSS FROM DISCOUNTED OPERATIONS (NOTE 7)
    -       (81,731 )
                 
NET INCOME (LOSS)
  $ 21,280     $ (103,143 )
                 
BASIC AND DILUTED NET INCOME (LOSS)
               
PER SHARE
               
                 
Income (loss) per share on continuing operations
  $ 0.00     $ (0.00 )
Income (loss) per share on discontinued operations
    0.00       (0.00 )
                 
Net income (loss) per share
  $ 0.00     $ (0.00 )
                 
WEIGHTED AVERAGE NUMBER OF SHARES
               
OUTSTANDING – BASIC AND DILUTED
    21,290,000       21,290,000  
                 

 
 



The accompanying notes are an integral part of these financial statements


MELT INC. AND SUBSIDIARIES

 
 
 
 
         
Additional
       
 
Common Stock
 
Paid-in
 
Deferred
 
Accumulated
 
Shares
 
Amount
 
Capital
 
Compensaton
 
Deficit
                   
Balance, December 31, 2007
       21,290,000
 
$           21,290
 
$    1,877,426
 
$           (52,487)
 
$        (3,485,180)
                   
Grant of stock options for deferred
                 
equity compensation
-
 
-
 
24,225
 
(24,225)
 
-
                   
Amortization of deferred equity
                 
compensation
-
 
-
 
-
 
12,234
 
-
                   
Cumulative effect of stock option
                 
forfeitures
-
 
-
 
(24,538)
 
24,538
 
-
                   
Net loss for the year ended
                 
December 31, 2008
-
 
-
 
-
 
-
 
(103,143)
                   
Balance, December 31, 2008
21,290,000
 
21,290
 
1,877,113
 
(39,940)
 
(3,588,323)
                   
Cumulative effect of stock ended
                 
forfeitures
-
 
-
 
(39,940)
 
39,940
 
-
                   
Net income for the year ended
                 
December 31, 2009
-
 
-
 
-
 
-
 
21,280
                   
Balance, December 31, 2009
21,290,000
 
$           21,290
 
    1,837,173
 
$                       -
 
$        (3,567,043)
                   
























The accompanying notes are an integral part of these financial statements



MELT INC. AND SUBSIDIARIES

       
   
For the Year Ended
December 31,
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
             
Net income (loss) after discontinued operations
  $ 21,280     $ (103,143 )
                 
Less: Loss from discontinued operations
    -       (81,731 )
                 
Net income (loss) before discontinued operations
    21,280       (21,412 )
                 
Adjustments to reconcile net income (loss) to net cash used
               
by operating activities:
               
Amortization and depreciation
    -       8,580  
Bad debt expense
    6,924       45,927  
Amortization and depreciation
    -       12,234  
Amortization of deferred debt issuance costs
    20,067       5,600  
Changes in operating assets and liabilities:
               
(Increase) decrease in receivables
    (694 )     50,277  
Decrease in other assets
    -       28,522  
(Decrease) in deferred revenue
    (75,000 )     (40,000 )
(Decrease) in accounts payable
    (37,724 )     (46,526 )
Increase in accrued interest – related party
    10,000       6,574  
Increase in accrued interest
    51,250       17,137  
Increase (decrease) in accrued expenses
    (15,000 )     14,556  
                 
Net Cash Provided (Used) by Operating Activities
    (18,897 )     81,469  
                 
Net Cash Provided (Used) by Discontinued Operations
    -       (38,779 )
                 
Total Net Cash Provided (Used) by Operating Activities
    (18,897 )     42,690  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Payments on notes payable
    -       (1,153 )
Payments on notes payable – related parties
    -       (49,465 )
                 
Net Cash Provided (Used) by Financing Activities
    -       (50,618 )
                 
NET DECREASE IN CASH
    (18,897 )     (7,928 )
                 
CASH AT BEGINNING OF YEAR
    59,925       67,853  
                 
CASH AT END OF YEAR
  $ 41,028     $ 59,925  
                 
CASH PAID FOR INTEREST
  $ -     $ 44,625  
CASH PAID FOR INCOME TAXES
  $ 4,366     $ 6,389  
                 





The accompanying notes are an integral part of these financial statements


MELT INC. AND SUBSIDIARIES
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

This summary of significant accounting policies of Melt Inc. and its Subsidiaries is presented to assist in understanding the Company’s consolidated financial statements.  The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements.

a.     Organization and Business Activities

Melt Inc. (hereinafter referred to as the Company) was organized on July 18, 2003, under the laws of the State of Nevada.  The Company operates as a holding company for operating subsidiaries.

Melt (California), Inc. is a wholly owned subsidiary (hereinafter referred to as Melt (CA)) of Melt Inc. and was organized on August 6, 2003, under the laws of the State of California.  Melt (CA) was in the business of owning and operating corporate owned stores of which none were in existence during the year ended December 31, 2009,   managing the construction process for both corporate and franchisee owned stores, securing retail space for either corporate or franchise stores to operate from, as well as the sale and distribution of product to franchise owned stores until October 2007.  Melt (CA) ceased managing the construction of stores during September 2007.  All assets, liabilities and operating results related to store construction and retail leases are therefore included in discontinued operations as of December 31, 2009 and 2008 (see note 6).

Melt Franchising LLC (hereinafter referred to as Melt (FA)) a wholly owned subsidiary was organized on February 2, 2005 under the laws of the State of Nevada.  Melt (FA) is responsible for selling franchises to allow franchisee’s to own and operate stores trading under the name of Melt – gelato italiano, Melt – café & gelato bar and Melt – gelato & crepe café as well as the sale and distribution of product to franchisees, marketing and the collection of royalties.  To date, Melt (FA) has sold forty-nine franchises of which nineteen are operating, seventeen agreements have been terminated by the Company as a result of the franchisee’s not securing retail space or other reasons, and thirteen have closed their operations.

b.     Depreciation

The cost of the equipment and property is depreciated over the estimated useful life of 5 and 7 years, respectively.  Depreciation is computed using the straight-line method beginning when the assets are placed in service.  During October 2008, the remaining property and equipment from the operations of Melt (CA) were deemed to be permanently impaired and scrapped.  As a result, in 2008 the Company recognized a loss on disposal of $28,487 in its loss from discontinued operations.


MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

c.     Accounting Method
 
The Company’s consolidated financial statements are prepared using the accrual method of accounting.  The Company has elected a December 31 year-end.
 
d.     Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

e.     Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

f.     Income (Loss) Per Common Share

The computation of basic income (loss) per share of common stock is based on the weighted average number of shares of common stock outstanding during the periods presented.

   
For the Year Ended
December 31,
 
   
2009
   
2008
 
             
Income (loss) from continuing operations
  $ 21,280     $ (21,412 )
Loss from discontinued operations
    -       (81,731 )
                 
Net income (loss)
  $ 21,280     $ (103,143 )
                 
Weighted average shares
    21,290,000       21,290,000  
                 
Income (loss) per share from continuing
               
operations
   $ 0.00      $ (0.00 )
Income (loss) per share from discontinued
               
operations
    0.00       (0.00 )
                 
Net income (loss) per share
  $ 0.00     $ (0.00 )
                 




MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

f.     Basic Income (Loss) Per Common Share (Continued)

The computation of diluted earnings per share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the year. No options or warrants were outstanding at December 31, 2009. There is $400,000 in convertible debt plus $42,750 in related accrued interest that was not included in the computation of the weighted average number of shares because the effect would have been anti-dillutive.

g.     Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  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.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets / liabilities consist of the following components as of December 31, 2009 and 2008:
 
   
2009
   
2008
 
Deferred tax assets:
           
NOL Carry forward
  $ 1,049,940     $ 1,089,400  
Allowance for doubtful accounts
    2,340       -  
Related Party Accruals
    69,913       66,000  
Section 179 Expense Carry Forward
    -       -  
                 
Deferred tax liabilities:
               
Depreciation
    -       (16,200 )
                 
Valuation allowance
    (1,122,193 )     (1,139,200 )
                 
Net deferred tax asset
   $ -      $ -  




 

MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -          ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
 
         g.     Income Taxes   
         
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 39% to pretax income from continuing operations for the years ended December 31, 2009 and 2008 due to the following:

   
2009
   
2008
 
             
Book income (loss)
  $ 8,299     $ (40,225 )
Related party accruals
    3,900       3,290  
Depreciation & Amortization
    -       (1,670 )
Lease obligation contingencies
    -       45,920  
Stock for expenses
    -       4,770  
Sale of assets
    -       (9,860 )
Debt Issuance
    7,823       2,184  
Meals & entertainment
    760       1,550  
State Tax Expense
    (624 )     (624 )
Deferred Equity Compensation
    -       4,890  
Change in allowance
    1,755       -  
NOL Utilization
    (21,915 )     (10,225 )
Valuation Allowance
    -       -  
                 
Income Tax Expense
   $ -      $ -  



At December 31, 2009, the Company had net operating loss carry forwards of approximately $2,600,000 that may be offset against future taxable income from the year 2010 through 2030. No tax benefit has been reported in the December 31, 2009 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  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.  Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.




MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
 
      g.     Income Taxes
 
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.
The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

The Company files income tax returns in the U.S. federal jurisdiction and the states of California, Massachusetts, Connecticut, Arizona, Illinois and Ohio.  With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2005.

 
 
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at January 1, 2008
  $ -  
Additions based on tax positions related to the current year
    -  
Additions for tax positions of prior years
    -  
Reductions for tax positions of prior years
    -  
         
Settlements
    -  
Balance at December 31, 2009
  $ -  

h.     Revenue Recognition

The Company’s revenues are derived primarily from franchisee fees, royalties and marketing fees from franchise owned stores, and previously from the sale of food and beverages to franchise owned stores, and from the sale of the operation of corporate owned retail stores, including revenue from store development, acquisition and construction services on behalf of its franchisees.


MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -       ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

h.     Revenue Recognition (Continued)

Food and Beverage

Revenue from the sale of food and beverages at corporate owned stores and to franchisees is recognized as products are sold and when all rights and obligations of the Company have been met. As of October 01, 2008 the company ceased selling food and beverages to franchisees and has no corporate owned stores.

Franchise Fee Revenue

The Company’s franchise agreements require an initial franchise fee of $25,000 and have a 10 year term with two five year options.  The agreements also call for weekly royalty payments of six percent and a one percent marketing fee.

Revenue from initial franchise fees are recognized when the Company has completed its obligations to the franchisee, the franchise store has opened and there is (a) no remaining obligation or intent to refund an amounts paid, (b) substantially all of the initial services required by the Franchise Disclosure Document have been performed, and (c) there are no other material conditions or obligations related to substantial performance.  Franchise fees collected for franchise agreements that are ultimately terminated are recognized as revenue only when the Company has met its obligations under the Uniform Franchise Offering Circular and there are no material conditions or obligations remaining.  During the years ended December 31, 2009 and 2008, the Company recognized $92,500 and $130,000 in franchise fee revenue, respectively.
 
Revenue from continuing royalties and marketing fees, which are based on a percentage of net sales from franchised restaurants, are recognized as income is earned and when it becomes receivable from the franchisee.

Deferred Revenue

As of December 31, 2009 and 2008, the company maintained deferred revenue of $25,000 and $100,000, respectively.  This represents franchise fees received, which have not been recognized as revenue.






MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

h.    
Revenue Recognition (Continued)

Miscellaneous

Miscellaneous finder and professional fees revenue consists of services performed by the Company for franchise store design, lease review and site finders fees.  The revenue from these professional fees is recognized as services are performed and when all rights and obligations of the Company have been met.

i.     
Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists primarily of royalties owing.

The Company recognizes allowances for doubtful accounts to ensure receivables are not overstated due to uncollectibility. Bad debt reserves are maintained for customers in the aggregate based on a variety of factors, including the length of time receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of potential uncollectibility.  The allowance for doubtful accounts on continuing operations was $6,000 and $1,005.

j.      Newly Issued Accounting Pronouncements

In September 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The FASB established the ASC as the single source of authoritative non-governmental United States Generally Accepted Accounting Principles (“GAAP”), superseding various existing authoritative accounting pronouncements. It eliminates the previous GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue an Accounting Standards Update (“ASU”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the ASC, provide background information about the guidance and provide the bases for conclusions on the change(s) in the ASC. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes.

In October 2009, the FASB issued an ASU that amended the accounting rules addressing revenue recognition for multiple-deliverable revenue arrangements by eliminating the criterion for objective and reliable evidence of fair value for the undelivered products or



 
 


 
MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008
 
NOTE 1 -       ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

j.      Newly Issued Accounting Pronouncements (Continued)

services. Instead, revenue arrangements with multiple deliverables should be divided into
separate units of accounting provided the deliverables meet certain criteria. Additionally the
ASU provides for elimination of the use of the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables based on their relative selling price. A hierarchy for estimating such selling price is included in the update. This ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption is permitted. We do not believe this update will have a significant impact on our consolidated financial statements.
 
In October 2009, the FASB issued an ASU that provides a list of items to consider when determining whether the software and non-software components function together to deliver a product’s essential functionality. This ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15,
2010. Early adoption is permitted. We do not believe this update will have a significant impact on our consolidated financial statements.

In September 2009, the FASB issued an ASU providing clarification for measuring fair value when a quoted price in an active market for the identical liability is not available. It also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability. This ASU is effective for fiscal periods beginning after August 27, 2009. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In May 2009, the FASB established the standards for accounting for and disclosure of subsequent events. It defines subsequent events as those events or transactions that occur after the balance sheet date, but before the financial statements are issued or available to be issued. The statement defines subsequent events as either recognized or non-recognized and requires the date through which an entity evaluates subsequent events be disclosed. We adopted this guidance in June 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued amended disclosure rules concerning interim disclosure requirements for fair value of financial instruments. These rules amend the previous accounting standard, which now require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The effective date of this amendment is for interim reporting periods ending





MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

j.      Newly Issued Accounting Pronouncements (Continued)

after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.
We adopted the provisions of this amendment as of June 30, 2009. The adoption of these amended disclosure rules did not have a material impact on our consolidated financial statements.
 
Effective October 1, 2008, we adopted standards and related applicable amendments regarding fair value measurement. In this standard, the FASB defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, rather it applies to existing accounting pronouncements that require or permit fair value measurements. The FASB first amended the statement to exclude guidance regarding leases and certain other lease-related accounting pronouncements. A second amendment delayed the effective date for nonfinancial assets and nonfinancial liabilities, except for items that are already recognized or disclosed at fair value in the financial statements on a recurring basis, to fiscal years beginning after November 15, 2008. A third amendment clarifies the application of this statement in determining the fair value of financial assets and liabilities in a market that is not active and provides examples to illustrate key considerations in determining such fair value. Lastly, the fourth amendment provides additional guidance on estimating decreased in relation to normal market activity for the asset and liability. The adoption of this standard did not have a material impact on our consolidated financial statements.

In March 2008, the FASB issued guidance requiring enhanced disclosures about derivative and hedging activities. These disclosures should enable financial statement users to understand how and why a company uses derivative instruments and how derivative instruments and related hedged items affect a company’s financial position, financial
performance and cash flows. We adopted this guidance in January 2009.  The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2007, the FASB issued guidance regarding business combinations, which significantly changes the principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree, and the goodwill acquired. We adopted this guidance in January 2009.  The adoption of this guidance did not have a material impact on our consolidated financial statements.

k.     Advertising and Marketing

The Company follows the policy of charging the costs of marketing and advertising to expense as incurred.  Marketing and Advertising expense for the years ended December 31, 2009 and 2008 was $18,727 and $79,442, respectively.



MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)

l.     Share Based Payment

The Company accounts for the issuance of stock, stock options, stock warrants and other share based payment arrangements and the compensation cost relating to share-based payment transactions based on the fair value of the equity or liability instruments issued. The Company has authorized up to 3,000,000 securities under its Equity Compensation Plans, of which 0 and 700,000 stock options were issued and outstanding at December 31, 2009 and 2008, respectively.

m.     Principles of Consolidation

The consolidated financial statements include the amounts of Melt Inc. and its wholly owned subsidiaries, Melt (California) Inc., and Melt Franchising LLC. All material inter-company accounts and transactions have been eliminated.

n.     Inventory

Inventory is stated at the lower of cost or market value using the first-in, first-out method of valuation.  The Company held no inventory at December 31, 2009 and 2008.
 
o.     Long Lived Assets

Long-lived assets that are to be disposed of by sale are measured at the lower of book value or fair value less cost to sell. Discontinued operations include all components of the Company with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction.
 
p.     Fair Value of Financial Instruments     
    
The carrying amounts of the Company’s financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.
 
      q.     Going Concern
    
The Company's consolidated financial statements are prepared using Generally Accepted Accounting Principals applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company has accumulated significant losses, has negative working capital and a deficit in stockholders' equity.  All of these items raise substantial doubt about its ability to continue as a going concern.  Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:


MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 1 -        ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)
     
      q.     Going Concern (Continued)      
 
Management believes that, based upon the current operating plan of divesting itself of operations failing to produce cash flows from operations should help alleviate the adverse financial condition of the Company.  If the Company is not successful in identifying positive cash flow revenue streams from its franchising activities,  the  Company  may  be  forced  to  raise  additional equity or debt financing  to  fund  its  ongoing obligations,  seek  protection under existing bankruptcy laws or cease doing business.  If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted.  If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.
 
There can be no assurance that the Company will be able to achieve its business plans, raise any required capital or secure the financing necessary to achieve its current operating plan.  The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
     
      r.     Reclassification  

Certain balances from 2008 have been re-classed to be consistent with the 2009 presentation.

NOTE 2 -
RELATED PARTY TRANSACTIONS

 
Related Party Payables

 
As of December 31, 2009 and 2008, the Company has accrued management fees to the Company’s President in the amount of $88,000 and $88,000, respectively.

 
As of December 1, 2007, all employees of the Company were transferred to the employment of Chill Inc. and are paid by Chill Inc., who charges to the Company in the form of a management fee. The Company expensed $276,000 and $415,000 under this arrangement for the years ended December 31, 2009 and 2008, respectively.

Notes Payable

 
As of December 31, 2009 and 2008, the Company had a note payable to its President totaling $100,000 and $100,000, respectively.  The note is unsecured, due on demand and accrues interest at 10% per annum.  During the year ended December 31, 2008, the Company repaid $49,465 of principle on this note.


MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 2 -
RELATED PARTY TRANSACTIONS (continued)

Notes Payable (continued)

Interest expense accrued on the note was $91,263 and $81,263 at December 31, 2009 and 2008, respectively.  Related party interest expense was $10,000 and $10,000 for the years ended December 31, 2009 and 2008, respectively.

NOTE 3 -       COMMITMENTS AND CONTINGENCIES

Operating Leases

 
The Company entered into an operating lease for corporate office space during August, 2006 in Laguna Hills, California.  The lease has a term of three years, called for initial monthly payments of $3,085, is subject to annual consumer price index inflation increases and required a refundable deposit of $6,170.  The lease contains no renewal option.  On February 29, 2008, the Company received full early release from this office space lease, as such, as of that date there are no future rental payment obligations.

 
The Company has three non cancelable operating leases for stores which it subleases to franchisees in California and one store lease in California that it is the guarantor.  The leases have terms of up to 10 years, call for monthly rental payments of between $4,000 and $6,500 and are subject to annual consumer price index inflation increases.  The leases contain no renewal options.

The following is a schedule by years of minimum future rentals on the above mentioned four operating leases:
 
Year ended December 31:
 
2010
  $ 274,804  
2011
    276,829  
2012
    207,438  
2013
    209,587  
2014
    99,083  
Thereafter
    -  
         
Total
  $ 1,067,741  












MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 3 -        COMMITMENTS AND CONTINGENCIES (Continued)

Operating Leases (Continued)
 
On July 2, 2007 the Company entered into a settlement agreement with its St Louis, Missouri franchisee.  The settlement covers one store and a franchise agreement for a second store as well as two sublease agreements.  As part of this settlement the Company is now liable for the rent payment on these two stores and has notified the landlord that it intends to terminate the leases.  Accordingly, the Company has accrued an estimated lease settlement amount of $150,000 for these leases in accrued expenses of discontinued operations at December 31, 2009.

During the year ended December 31, 2007, the Company notified lessors of one store in Florida, one store in Massachusetts, one store in Philadelphia and one store in Louisiana that it intends to cancel its non cancellable lease and has accrued a total of $236,000 in expected settlement costs related to these leases in accrued expenses of discontinued operations at December 31, 2009.

Litigation
 
Melt Franchising, LLC and Melt (California), Inc. v. Steven A. Field, M.D., MMS Coconut Point, LLC, and MMS King of Prussia Court, LLC (Respondents).
 
On March 18, 2007, we and Melt CA filed a demand for arbitration against Steven A. Field, MD., MMS Coconut Point, LLC and MMS King of Prussia Court, LLC (collectively, “Field”) seeking a finding and/or declaration of entitlement to terminate Field’s four franchise agreements.  We and Melt CA also seek unpaid royalties and advertising contributions; rent and other charges due under a sublease with Melt CA; an amount equal to all unpaid construction invoices; an amount equal to all unpaid invoices for products purchased by Field; and costs and expenses of arbitration and attorneys’ fees.  As of December 31, 2009, the demand is still pending.
 
David Gold, Elena Gold, EAOA, Inc., Steven Field, MMS Management, LLC, MMS Coconut Point, LLC, Jong Han, Yon Ho Kim, Young Suk Kim, Kang Won Lee, Yoo & Lee Enterprises, Inc., Charindra Liyanage, Liyange Investments, LLC (Plaintiffs) v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Brandon Barwin, Michael Zorehkey, Rick Zorehkey, Eddie Ollman, Scott Miller, and Alin Cruz.
 
On September 19, 2007, six of our franchisees filed a putative class action lawsuit against us, our affiliates, our officers and some of our employees in which the franchisees allege that we fraudulently induced the franchisees to enter into franchise agreements by misrepresenting facts about the franchise opportunity.  The lawsuit sought injunctive relief and damages, in

MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 3 -        COMMITMENTS AND CONTINGENCIES (CONTINUED)

Litigation (Continued)
 
an unspecified amount, under several state franchise acts, restitution and injunctive relief under various provisions of the California Unfair Business Practices Act, damages and injunctive relief under the “Cartwright” Act, and damages for fraud, interference with prospective economic advantage, and unjust enrichment and declaratory relief. On or about June 30, 2008, the Court dismissed the plaintiffs’ lawsuit. On or about August 26, 2008, the Plaintiffs filed a Notice of Appeal. Kang Won Lee, You & Lee Enterprises Inc, Yon Ho Kim and Young Suk Kim have withdrawn their appeals. The outcome of the appeal should be known towards the end of the March 2010.
 
Melt Franchising, LLC v. PMI Enterprises, Inc. and John Flannery.
 
On June 24, 2008, we filed an ex parte application for a temporary restraining order and preliminary injunction against PMI Enterprises, Inc. and John Flannery for significant violations of the franchise agreement.  On August 18, 2008, the Court granted our motion for a preliminary injunction and ordered the parties to allow us to assume management of the store, cease using our marks, assign the parties’ lease for the store to us, and required the parties to sell all or any portions of the assets.  On September 4, 2008, the parties filed counterclaims for injunctive relief, restitution, fraud, unjust enrichment, and declaratory relief.  Melt filed a Motion to Dismiss the parties’ counterclaims and on January 9, 2009, the Court dismissed all of the parties’ California claims and asked the parties to amend their complaint. The case against John Flannery has been dismissed as the defendant has been declared bankrupt, and the case against PMI is on hold as PMI has a bankruptcy application has been made.
 
Jong Han v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Brandon Barwin, Michael Zorehkey, Rick Zorehkey, Eddie Ollman, and Alin Cruz.
 
On August 22, 2008, Jong Han filed a Complaint against us similar to the purported class action suit that was dismissed by the Court.  On or about December 8, 2008, the Court granted our motion to compel arbitration. On October 20, 2009 the plaintiff dismissed the case. On January 28, 2010 the court ordered the plaintiff to pay fees and costs to Melt in the amount of $29,783.
 

 



MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 3 -        COMMITMENTS AND CONTINGENCIES (CONTINUED)

Litigation (Continued)
 
Kang Won Lee and Yoo and Lee Enterprises v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Rick Zorehkey, and Eddie Ollman.
 
On August 22, 2008, Kang Won Lee and Lee Enterprises filed a Complaint against us similar to the purported class action suit that was dismissed by the Court described above.  In November of 2008, the parties withdrew their complaint against our company.
 
Yon Ho Kim and Young Suk Kim v. Melt, Inc., Melt (California), Inc., Melt Franchising, LLC, Clive V. Barwin, Eddie Ollman, and Michael Zorehkey.
 
On or about December 3, 2008, Ho Kim and Suk Kim filed a Complaint against us similar to the purported class action suit that was dismissed by the Court described above. On or about February 8, 2009, the Court granted our motion to compel arbitration. On March 29, 2009 the parties settled this matter.
 
Mayflower Emerald Square LLC v. Melt Inc and Melt (California), Inc.
 
In October 2008, Mayflower Emerald Square LLC filed a complaint against both Melt CA and our company for early termination of a lease in North Attleboro, MA. The lease was signed by Melt CA only, however, the plaintiff claims Melt Inc was acting as an agent of Melt CA and thus has named Melt Inc. as a defendant. Discovery is expected to commence before March 30, 2010.
 
Braintree Property Associates LP v Melt Inc, Melt Franchising LLC and Clive Barwin (Melt
 
On April 2, 2009, Braintree Property Associates LP (landlord) filed suit against Melt which alleges that Melt made a verbal representation to landlord that Melt would be assuming obligations of a lease made between landlord and a former Melt (FA) franchisee. Melt has filed a motion to dismiss, which was not granted by the court. Discovery is expected to commence before March 30, 2010.
 

Coconut Point Developers LLC (Coconut Point) v Melt (California) Inc
 
In September 2007 Coconut Point filed a complaint against Melt (California) Inc for early termination of a lease in Naples, Florida. Melt (California) Inc decided not to defend the case, as a result on November 20th, 2008 the court ordered costs and damages in favor of Coconut Point in the amount of approximately $801,500 plus interest at an annual rate of 11%. This amount plus interest has not been included in Liabilities of Discontinued
 


MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 3 -        COMMITMENTS AND CONTINGENCIES (CONTINUED)

Litigation (Continued)

Operations as management considers that the amount in Liabilities of Discontinued operations is adequate to cover settlement of all amount owing by Melt (California) if a settlement was to be made.
 
Del Amo Fashion Center Operating Company LLC (Del Amo)  v Melt (California) Inc and Does 1 to 10 inclusive (Melt)
 
On January 22, 2010 Del Amo filed a complaint against Melt (California) Inc and Does 1 to 10 for early termination of a lease in Redondo Beach, California, claiming past due and future rents pursuant to the lease of $1,032,385. To date Melt (California Inc) has not responded to the complaint.

Gain (Loss) on settlement of dispute

On April 15, 2008, the company settled a dispute with one of its franchisees for the amount of $85,000. The dispute arose based upon the franchisee’s breach of the non-competition clause in the franchise agreement.
 
On March 29, 2009, our company agreed to settle a dispute with Yon Ho Kim and Young Suk an ex franchisee for an amount of $30,000.
 
On October 20th, 2010, our company agreed to settle a dispute with Westfield LLC for the early termination of a lease at Connecticut Post, CT for an amount of $5,575.

NOTE 4 -        OUTSTANDING STOCK PURCHASE WARRANTS AND OPTIONS

Employee Stock Options
 
On April 2, 2007, the Company issued 1,720,000 stock options to employees with an exercise price of $0.40. The options had a five year term and vested over a 4 year period at a rate of 25% per year.  The options terminated upon leaving the Company prior to vesting, as such, nine employees have either resigned or been terminated and forfeited a total of 1,520,000 options through December 31, 2009.

During March 2009, Brandon Barwin, Vice President and Director, agreed to cancel his remaining 200,000 options to purchase common stock.  As a result, $19,349 in previously deferred compensation expense was reversed against additional paid in capital.

On April 1, 2008, the Company issued 500,000 stock options to an officer with an exercise price of $0.20. The options have a five year term and vest over a 5 year period at a rate of 20% per year.  The Company initially deferred $24,225 in calculated fair value of the options
expected to vest and amortized $3,633 of the value to expense during the year ending

MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008


NOTE 4 -       OUTSTANDING STOCK PURCHASE WARRANTS AND OPTIONS (Continued)

Employee Stock Options (Continued)

December 31, 2009.

During March 2009, Josiah Puder, resigned as Vice President and General Counsel of the Company, forfeiting options to purchase 500,000 shares of common  stock.  As a result, $20,591 in previously deferred compensation expense was reversed against additional paid in capital.

The Company initially deferred $196,488 in calculated fair value on the above mentioned stock options. As a result of forfeitures being in excess of original expected amounts, the Company recorded cumulative effect adjustments related to the excess forfeitures as reductions of deferred equity compensation and additional paid-in capital of $39,940,  $24,538 and $107,665 during the years ended December 31, 2009, 2008 and 2007, respectively.  During the years ended December 31, 2009, 2008 and 2007, the Company recognized $0, $12,233 and $12,112 in expense associated with the options, respectively.


A summary of the status of the Company’s outstanding stock options as of December 31, 2009 and 2008 is presented below:

               
Weighted
 
         
Average
   
Average
 
   
Options
   
Exercise Price
   
Fair Value
 
Outstanding, December 31, 2008
    700,000     $ 0.34     $ 0.17  
Issued
    -       -       -  
Exercised
    -       -       -  
Forfeited
    (700,000 )     0.34       0.17  
Expired
    -       -       -  
                         
Outstanding, December 31, 2009
    -      $ -      $ -  
                         
Exercisable, December 31, 2009
    -      $ -      $ -  








MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 5 -        CONVERTIBLE DEBT

During July 2007, the Company entered into a Commission Agreement with Concentric Concepts Corporation to locate individuals or entities willing to make loans to the Company and negotiate terms on those loans.  The Commission Agreement calls for the payment of commissions in the following amounts:

Funds $0.00 - $1,500,000 earn 4.5% cash and 2.5% equity
Funds $1,500,000 - $2,300,000 earn 5.0% cash and 3.0% equity
Funds in excess of $2,300,000 earn 5.5% cash and 3.5% equity

In addition to the commissions noted above, the Commission Agreement also provides for bonuses of $7,500 cash and $7,500 equity for reaching $2,300,000 in funds and $11,500 cash and $11,500 equity for reaching $2,500,000 in funds.

As a result of the Commission Agreement, on July 30, 2007, the company received 400,000 in convertible debt funds from Money for Gelato, Inc.  The debt is convertible into restricted common stock at the option of the lender if not repaid within 12 months at $0.55 per share for months 13 - 24, $0.80 for months 25 – 36, $1.15 for months 37 – 48 and $1.50 thereafter.  The debt is payable five years from issuance, carries a monthly interest only payment of prime plus 3% and a prepayment penalty of 15% on any funds repaid within the first 48 months.  Due to the conversion price being greater than the market price of the Company’s common stock at issuance, no beneficial conversion feature was recognized as a result of entering into the loan.
 
The Company failed to make the required quarterly interest payment on the convertible note payable.  As such, the convertible note and accrued interest are now due upon demand and the principal amount has been reclassified to a current liability as of September 30, 2009.
 
As a result of the receipt of funds under the Commission Agreement, the Company incurred $28,000 in debt issuance costs.  As of December 31, 2008, $20,067 of the debt issuance costs were unpaid and accrued and had been amortized over the stated redemption date of the related debt issuance of five years until the note was scheduled to come due.  However, as the convertible note payable is now past due, the balance of the debt issuance costs were expensed in 2009.  Amortization of debt issuance costs totaled $20,067 and $5,600 for the years ended December 31, 2009 and 2008, respectively.










MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 6 -        DISCONTINUED OPERATIONS

During the period ended September 2007, Melt (CA) elected to discontinue the operations relating to store construction, store procurement and it’s “store in a box” program, due to continuing losses.

All assets, liabilities and operating results relating to these segments are therefore included in discontinued operations as of December 31, 2009 and 2008.  The following is an unaudited summary of the assets and liabilities related to discontinued operations of construction activities:
 
   
December 31,
 
   
2009
   
2008
 
CURRENT LIABILITIES
           
Accounts Payable
  $ 154,722     $ 154,722  
Accrued expenses
    525,000       525,000  
                 
  Total Current Liabilities   $ 679,722     $ 679,722  
                 
 
The following is a summary of the loss from discontinued operations resulting from the discontinuation of construction activities:
   
For the Years Ended
December 31,
 
   
2009
   
2008
 
COST OF SALES
           
Franchise stores construction/equipment costs
  $ -     $ 3,632  
                 
EXPENSES
               
Bad debt
    -       24,523  
Rent
    -       124,238  
Total Expenses
    -       148,761  
                 
INCOME (LOSS) FROM OPERATIONS
    -       (152,393 )
                 
OTHER INCOME (EXPENSES)
               
Loss on disposal of assets
            (25,987 )
Gain on settlement of liabilities
    -       96,649  
                 
Total Other Income (Expenses)
    -       70,662  
                 
LOSS FROM DISCONTINUED OPERATIONS
  $ -     $ (81,731 )
The following is a summary of the cash flows from discontinued operations resulting from the discontinuation of construction activities.


 

 
F-28


MELT INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
December 31, 2009 and 2008

NOTE 6 -
DISCONTINUED OPERATIONS (CONTINUED)
 
   
For the Year Ended
December 31,
 
   
2009
   
2008
 
CASH FLOWS FROM DISCONTINUED
OPERATIONS
           
             
Loss from discontinued operations
   $ -     $ (81,731 )
                 
Adjustments to reconcile net loss to net cash used
by discontinued operations:
               
Bad debt expense
    -       24,523  
Loss on store construction
    -       231,056  
Loss on disposal of fixed assets
    -       28,487  
Gain on disposal of debt
    -       (58,842 )
Changes in discontinued assets and liabilities:
               
Decrease in receivables
    -       30,824  
(Decrease) in accounts payable
    -       (99,790 )
Increase in accrued expenses
    -       117,750  
                 
Net Cash Used by Discontinued Operations
  $ -     $ (38,779 )
                 

NOTE 7 -        NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES

Notes payable consisted of the following at December 31:
       
   
2008
   
2009
 
Note payable to an officer and director, 10% interest
           
per annum, unsecured, due upon demand.
  $ 100,000     $ 100,000  
Note payable to an individual, 10% interest per
               
annum, unsecured, due upon demand.
    100,000       82,630  
Note payable to an individual, 14.5% interest per
               
annum, unsecured, due on demand.
    100,000       100,000  
Convertible note payable, interest payable monthly
               
at the rate of prime plus 3%, secured by assets of the
               
Company, due five years from the date of issuance.
    400,000       400,000  
                 
Total Notes Payable
  $ 700,000     $ 682,630  
                 

 
All of the above notes and convertible note are all due upon demand and are classified as current liabilities as of December 31, 2009.


 

 
F-29



 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
We have not changed our auditors since our last year end and we have not had any disagreements with our auditors.
 
Controls and Procedures
 
Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  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. 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.
 
As of December 31, 2009, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2009, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.
 
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.


 
Inherent limitations on effectiveness of controls
 
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during the twelve month period ended December 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
Other Information
 
None
 
PART III
 
Directors, Executive Officers and Corporate Governance
 
All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
 
Name
Position Held with the Company
Age
Date First
Elected or Appointed
Clive Barwin
President, CEO, CFO, Secretary and Director
53
July 18, 2003
Brandon Barwin
Vice-President and Director
43
August 1, 2003
 
Business Experience
 
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.
 
Clive Barwin, President, Chief Executive Officer, Secretary and Director
 
Prior to forming Melt Inc., Mr. Barwin acted as a consultant to various computer hardware and software development and marketing companies.  In 2002, he also syndicated a real estate venture for the construction of a retail and residential development, in Sydney, Australia.


 
In 1992, Mr. Barwin founded DataWave Systems Inc., a start up high tech company, to develop and commercialize wireless technology for the electronic kiosk industry. He was President and CEO from 1992 to 1998, during which time he took the company public on the Vancouver Stock Exchange, and on the Over-the-Counter Bulletin Board.  Under his stewardship, the company grew from one employee to over 90, with offices in Vancouver, New Jersey, Los Angeles, Orlando, and Texas.
 
From 1983 to 1992, Mr. Barwin was the founder, President and CEO of Modatech Systems Inc., a high-tech company which focused on the development and commercialization of software to automate the sales forces of large multi-national companies.  The company went public on the Vancouver Stock Exchange, Toronto Stock Exchange and the Over-the-Counter Bulletin Board.  He grew the company from one employee to over 150, with offices in Vancouver, Toronto, Los Angeles, New York, Dallas, and Chicago.
 
Brandon Barwin, Vice-President and Director
 
Mr. Barwin was previously Director of Operations of DataWave Systems Inc. from March 1998 to September 2003, where he was responsible for all areas of operations which included rollout and installation of over 1,000 computerized retail kiosks and 2,000 retail points of sale systems.
 
Brandon Barwin was the founder, President and CEO of a furniture retail store in Victoria, British Columbia, called Clicks Furniture from November 1989 to January 1998.  In addition to Clicks, Brandon assisted in his other family business called Standard Furniture.
 
Family Relationships
 
Brandon Barwin, our Vice-President and a director, is a fourth cousin of Clive Barwin, our President, CEO and director.
 
Involvement in Certain Legal Proceedings
 
Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
 
1.           any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
 
2.           any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
 
3.           being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
 
4.           being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
Section 16(a) Beneficial Ownership Compliance
 
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.


 
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2009, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Name
Number of Late
Reports
Number of Transactions
Not Reported on
a Timely Basis
Failure to File
Required
Forms
Clive Barwin
1(1)
1
N/A
Brandon Barwin
N/A
N/A
N/A
 
(1)      The executive officer, director or holder of 10% or more of our common stock filed a late Form 4 –Statement of Beneficial Ownership of Securities.
 
Audit Committee and Audit Committee Financial Expert
 
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
 
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
 
Code of Ethics
 
Effective March 6, 2004, our board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our President and Secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions.  As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
 
1.
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
2.
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
 
3.
compliance with applicable governmental laws, rules and regulations;
 
4.
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
 
5.
accountability for adherence to the Code of Business Conduct and Ethics.


 
Our Code of Business Conduct and Ethics requires, among other things, that all of our Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
 
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws.  Any Senior Officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter.  It is against our policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another.
 
Our Code of Business Conduct and Ethics as filed with the Securities and Exchange Commission is incorporated by reference as Exhibit 14.1 to this annual report.  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to: Melt, Inc., 31556 Loma Linda, Temecula, CA, USA 92592.
 
Executive Compensation
 
The particulars of the compensation paid to the following persons:
 
·  
our principal executive officer;
 
·  
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2009 and 2008; and
 
·  
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2009 and 2008,
 
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
All
Other Compensation
($)
Total
($)
Clive Barwin
President CEO, Secretary and Director(1)
2009
2008
 
27,500
36,000
 
-
-
 
-
-
 
-
-
-
-
 
-
-
 
-
-
 
27,500
36,000
Brandon Barwin
Vice President(2)
2009
2008
 
85,000
10,0000
 
-
-
-
-
-
-
 
-
-
-
-
-
-
 
85,000
100,000
 
 
 (1)           Clive Barwin became our President, Chief Executive Officer and Secretary on July 18, 2003.  All 2007 compensation has been deferred.


 
 (2)           Brandon Barwin became our Vice President on August 1, 2003.

The above named officers were not paid directly by the company, they were paid by Chill, Inc. which has entered into a management contract with the company.
 
Stock Options/SAR Grants
 
During the year ended December 31, 2009, we did not grant any stock options to any directors or officers.  On April 1, 2008, we issued 500,000 stock options to Josiah Puder, a consultant of our company.  Each of the options were exercisable for a period of five years at an exercise price of $0.195.
 
Aggregated Option Exercised in Last Fiscal Year and Fiscal Year-End Values
 
There were no options exercised during our fiscal year ended December 31, 2009 or December 31, 2008 by any officer or director of our company.
 
Outstanding Equity Awards at Fiscal Year End
 
There were not equity awards outstanding at December 31, 2009:
 
Compensation of Directors
 
We reimburse our directors for expenses incurred in connection with attending board meetings.  We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to December 31, 2009.
 
We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
 
Employment Contracts and Termination of Employment and Change in Control Arrangements
 
We have not entered into any employment agreement or consulting agreement with our directors and executive officers.
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
 
We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
 


Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth, as of December 31, 2009, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
of Shares of Common Stock(1)
Clive Barwin
15852 River Trail
Rancho Santa Fe, CA 92067
2,855,000(2)
13.41%
Brandon Barwin
31556 Loma Linda Rd,
Temecula, CA 92592
950,000
4.46%
Glynis Sive
15852 River Trail
Rancho Santa Fe, CA 92067
1,980,000(2)
9.30%
The Norwood Trust
1st Floor, 299 Oxford Street
London  W1C 2DZ, England
1,800,000
8.45%
Directors and Officers as a Group
(2 individuals)
5,805,000(2)
17.87%
 
(1)         Based on 21,290,000 shares outstanding as of December 31, 2009.
 
 
(2)
Excludes the 1,980,000 shares held by Glynis Sive disclosed herein.  Clive Barwin and Glynis Sive are married.  Clive Barwin disclaims any beneficial interest, ownership interest, voting control or investment authority or direction in regards to the shares beneficially owned by Glynis Sive.
 
Changes in Control
 
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.  There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
 
Certain Relationships and Related Transactions, and Director Independence
 
Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
 
Our company currently owes Clive Barwin, our president, $100,000 for monies advanced, $88,000 for salaries accrued plus $91,263 for interest owing on these two amounts.
 
Our promoter is our president, chief executive officer and director, Clive Barwin.


 
Chill, Inc whose shareholders are Clive Barwin and Brandon Barwin billed Melt Franchising, LLC $276,000 for management fees as per contract entered into on December 01, 2007.
 
Director Independence
 
We currently act with two directors, consisting of Clive Barwin and Brandon Barwin. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
 
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities.  We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
 
Principal Accountants Fees and Services
 
The aggregate fees billed or to be billed for the most recently completed fiscal year ended December 31, 2009 and for fiscal year ended December 31, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 
Year Ended
 
December 31, 2009
December 31, 2008
Audit Fees
$18,000
$17,250
Audit Related Fees
$Nil
$Nil
Tax Fees
$135
$3,960
All Other Fees
$Nil
$Nil
Total
$18,135
$21,210
 
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
 
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.


 
PART IV
 
Exhibits, Financial Statement Schedules
 
Exhibits required by Item 601 of Regulation S-B

Exhibit Number
Description
(3)
(i) Articles of Incorporation; and (ii) Bylaws
3.1
Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on October 2, 2003).
3.2
Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on October 2, 2003).
(10)
Material Contracts
10.1
Operating Agreement between Melt Inc. and Dolce Dolci, LLC dated July 21, 2004 (incorporated by reference from our Form 10-KSB, filed on March 31, 2005).
10.2
Operating Agreement between Melt Inc. and Melt Franchising LLC dated February 25, 2005 (incorporated by reference from our Form 10-KSB, filed on March 31, 2005).
10.3
Form of loan agreement entered into with each of:
Clive Barwin
Errol Brome
Lance Rosenberg
Cecil Hofman
(Incorporated by reference from our Form 8-K, filed on June 12, 2005).
10.4
Franchise Offering Circular (incorporated by reference from our Form 10-QSB, filed on November 14, 2005).
(14)
Code of Ethics
14.1
Code of Business Conduct and Ethics. (Incorporated by reference from our Form 10-KSB, filed on March 30, 2004).
(21)
Subsidiaries of the small business issuer
 
Melt (California) Inc.
Melt Franchising LLC
(31)
Rule 13a-14(a)/15d-14(a) Certifications
Certification under Sarbanes-Oxley Act of 2002
(32)
Section 1350 Certifications
Certification under Sarbanes-Oxley Act of 2002
 
*