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EX-32.1 - EXHIBIT 32.1 - Dewmar International BMC, Inc.ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Dewmar International BMC, Inc.ex31-2.htm


U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 

 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
 

Commission File No.  001-32032

Convenientcast, Inc.
(Name of registrant as specified in its charter)


Nevada
26-3240819
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

1174 Manitou Dr NW, PO Box 363, Fox Island, WA
98333
 (Address of principal executive offices)
(Zip Code)

Registrant’s telephone number:  (253) 549-4336

Securities registered under Section 12(b) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   o  Yes   x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   o Yes   x  No
 
Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o

Indicate by check mark if disclosure of delinquent filers in response 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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
 
 

 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):
 
Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     x Yes o No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Issuer’s common stock was not publicly traded during the year ended December 31, 2009.

Number of shares of Common Stock, $0.001 par value per share, of the issuer outstanding as of April 14, 2010: 16,735,000

DOCUMENTS INCORPORATED BY REFERENCE

A description of any “Documents Incorporated by Reference” is contained in Item 6 of this report.


EXHIBIT INDEX IS ON PAGE 22
 
2

 
 
Convenientcast, Inc.

TABLE OF CONTENTS
 
PART I.
4
 
ITEM 1.  BUSINESS.
4
 
ITEM 1A.  RISK FACTORS
5
 
ITEM 2. PROPERTIES
9
 
ITEM 3. LEGAL PROCEEDINGS
9
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
9
PART II.
10
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
10
 
ITEM 6.  SELECTED FINANCIAL DATA
12
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
12
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
13
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
14
 
ITEM 9A.  CONTROLS AND PROCEDURES
14
 
ITEM 9B.  OTHER INFORMATION
16
PART III
16
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
16
 
ITEM 11.  EXECUTIVE COMPENSATION
17
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
18
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
19
 
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
21
PART IV
22
 
ITEM 15. EXHIBITS
22
SIGNATURES
23
 
 
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PART I.
ITEM 1.  BUSINESS.

(a) Business Development.

Convenientcast Inc. (fka Lone Mountain Mines, Inc.) is a Nevada corporation located in Las Vegas, Nevada.  The Company was originally organized on August 15, 2003 as Wannigan Ventures, Inc. to function as a holding company for making business acquisitions in various industries and providing business development services for those entities. The Company changed its name to PC 9-1-1, Inc. on December 28, 2007 to better reflect the direction of the Company at that time. On April 25, 2008 the Company changed its name to iAudioCampus.com as part of a proposed business combination in which the Company was to acquire 100% ownership of iAudioCampus.com, a California company (see Note 5).   The Company did not complete the acquisition.  On August 11, 2008 the Company entered into an agreement to acquire a mineral property for $10,000 and changed its name to Lone Mountain Mines, Inc. in light of its new business direction. On June 9, 2009 the Company sold its interest in the Big Andy Mine for $15,000. On August 20, 2009, Lone Mountain Mines, Inc. filed Articles of Merger with the Nevada Secretary of State to merge with its wholly owned subsidiary, Convenientcast, Inc.  The only changes to the corporate structure and Articles of Incorporation of the Company due to the merger are that it no longer owns Convenientcast, Inc. and that it has amended its Articles of Incorporation to change its name to Convenientcast, Inc.

The Company received approval from FINRA for the name change effective as of the opening of businesses on September 21, 2009 and has also been granted a new symbol on the OTC Bulletin Board.  The new symbol is “CVCT.” The Company has elected a fiscal year end of December 31.  
 
We maintain mailing and executive offices located at 1174 Manitou Dr. NW, PO BOX 363, Fox Island, Washington, 98333, and our telephone number is (253) 549-4336
 
Our registered office in Nevada is located at 7230 Indian Creek Lane, Ste 201, Las Vegas, Nevada 89149.
 
(b) Business of Issuer.

The Company has recently changed its business and has not yet realized any revenues from its planned operations.
 
Description of Properties
 
Mining Properties
 
On August 11, 2008, the Company entered into an agreement with a company affiliated with the Company’s President (the Affiliate) to acquire an undivided 100% interest in a mineral prospect (the Property) located in British Columbia, Canada   for consideration of $10,000 cash.  On June 9, 2009 the Company sold its interest in the property back to the Affiliate for $15,000, resulting in a $5,000 gain.
 
Facilities
 
We maintain executive and administrative offices located at 1174 Manitou Drive, Fox Island Washington. We receive free use of this facility from an affiliated party. It has approximately 300 square feet of office space consisting of a conference room, a hospitality area, and a bathroom. Management believes that this facility is adequate for us for at least the next 12 months.
 
Our principal Nevada executive offices are located at 7230 Indian Creek Lane, Ste 201, Las Vegas NV 89149 and our phone number is 253-549-4336.
 
 
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ITEM 1A.  RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should carefully consider the following information about those risks, together with the other information contained in this Annual Report and any other filings we make with the SEC before you decide whether to buy any Shares. Should any one or more of these risks actually materialize, the results of our operations and our financial condition would likely suffer. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. We have incurred losses from inception and may never generate profits.

We cannot guarantee that an active trading market will develop for our common stock.
There is currently no public market for our common stock and there can be no assurance that a regular trading market for our common stock will ever develop or that, if developed, it will be sustained. Therefore, purchasers of our common stock should have a long-term investment intent and should recognize that it may be difficult to sell the Shares.
 
We lack operating revenue which may cause our business to fail.
 
Since the Company's principal activities to date have been primarily limited to organizational activities, and acquiring a property with potential for developing a drilling program, we have earned no revenues. Consequently, there is limited operating history upon which to base an assumption that we will be able to achieve our business plans, which could cause a Prospective Investor to lose his or her entire investment. The Company has a net loss and deficit accumulated during this development stage through December 31, 2009 of $532,352.
 
We are reliant on our two Officers and Directors.
 
Our Chief Executive Officer and President, Mr. Kevin Murphy, and CFO and Secretary, Mr. Howard Bouch, currently make all the final decisions regarding the Company’s business directions.
 
The Company is wholly dependent, at the present, upon the personal efforts and abilities of Mr. Murphy and Mr. Bouch, who will exercise control over the day to day affairs of the Company, but are engaged in other activities, and devote limited time to the Company’s activities.  This situation will continue until the Company’s business warrants and the Company is able to afford an expanded staff. There can be no assurance given that the volume of business necessary to employ all essential personnel on a full-time basis will be obtained nor that the Company’s proposed operations will prove to be profitable. The Company will continue to be highly dependent on the continued services of its executive officers, and a limited number of other senior management and technical personnel. Loss of the services of one or more of these individuals could have a material adverse effect on the Company’s operations. As Mr. Murphy and Mr. Bouch are involved in other business opportunities, they may face a conflict in selecting between Convenientcast, Inc. and their other business interests.  We have not formulated a policy for the resolution of such conflicts.  If we lose Mr. Murphy and/or Mr. Bouch to other pursuits without sufficient warning, we may, consequently, go out of business.
 
 
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We are still a development stage company and there is no guarantee that we will be successful in implementing our business plan.
 
Convenientcast, Inc. was incorporated on August 15, 2003. The Company operates on a December 31 fiscal year. Currently, the Company has no employees and is being operated by its two Directors, Mr. Kevin Murphy and Mr. Howard Bouch.  The Company is in its initial stages of development with no income.
 
We have only limited management personnel and we are still engaged in structuring our management and our proposed operations. We have a limited operating history that can be evaluated by Prospective Investors.  Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including the lack of significant operating history. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including our ability to successfully find and bring to a feasibility study status, costs and general economic conditions such as the spot price of the minerals found. There can be no assurance that we will achieve our projected goals or accomplish our business plans; and such failure could have a material adverse effect on us and the value and price of our securities.
 
Our officers have limited experience in our industry and we may be forced to rely on consultants.
 
Mr. Murphy has limited experience in exploration of mineral deposits. Mr. Bouch has extensive experience in the field, however the Directors may, from time to time, retain consultants experienced in the mining industry to assist them in: (i) determining which properties to purchase; (ii) obtaining the geological expertise to make decisions on whether or not to proceed with the development of the properties; and (iii) determining whether the property should be brought to the point of preparing for a feasibility study to determine if the property can be put into production. The loss of Mr. Murphy or Mr. Bouch would have adverse effects on the continued operational viability of the Company.
 
We may need to obtain additional financing.
 
At December 31, 2009, the Company had a working capital deficit of $14,017.  The Company estimates that it will require approximately $250,000 to fully implement its current business plan.
 
Unless the Company generates sufficient income from its operations, it will be required to seek additional sources of financing which may include raising additional capital from the sales of Company securities and/or entering into debt-financing arrangements.

There is no guarantee that we will be able to secure such additional financing, if required, or that any financing available will be on terms acceptable to us.  Any additional offerings of our stock will dilute the holdings of our then-current stockholders. If alternative sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans in accordance with the extent of available funding. At the present time, we do not intend to obtain any debt financing from a lending institution. If necessary, Mr. Murphy or other stockholders may agree to loan funds to the Company, although there are no formal agreements with Mr. Murphy, or any other stockholder, to do so.

If we are required to obtain debt financing, we will need to divert funds to make payments of interest and/or principal owed on the debt. Debt financing could subject our operations to restrictions imposed by the lender, hindering our ability to operate in the manner best determined by our management and/or Board of Directors, with the potential that such restrictions could impede or prevent our growth and/or negatively impact our revenue available for operations.
 
 
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We may be unable to grow our business at an acceptable pace, or may not be able to effectively manage any actual growth.

We may not be able to adequately finance the complete implementation of our business plan.    Our inability to accomplish any of our goals, as set forth in our business plan, may have a negative effect on our ability to adequately grow our business, which would in turn likely have a negative effect on the ability of any Prospective Investor to realize any financial benefit from their investment in the Company.

If we are unable to effectively manage our anticipated growth, our business, financial results, and financial condition will be materially and adversely affected.  Our inability to effectively manage our future growth will have a material adverse effect on us. Our future employment of personnel is dependent on the number of properties we obtain. There can be no assurance that we will be able to effectively manage the expansion of our operations, or that our facilities, systems, procedures or controls will be adequate to support our expanded operations.

We may be subject to government laws and regulations particular to our operations with which we may be unable to comply.

We may not be able to comply with all current and future government regulations which are applicable to our business.  Our business operations are subject to all government regulations normally incident to conducting business (e.g., occupational safety and health acts, workmen's compensation statutes, unemployment insurance legislation, income tax and social security laws and regulations, environmental laws and regulations, consumer safety laws and regulations, etc.) as well as to governmental laws and regulations applicable to small public companies and their capital formation efforts. Although we will make every effort to comply with applicable laws and regulations, we can provide no assurance of our ability to do so, nor can we predict the effect of those regulations on our proposed business activities. Our failure to comply with material regulatory requirements would likely have an adverse effect on our ability to conduct our business and could result in our cessation of active business operations.

The Exploration and Mining Industry is highly competitive, and we are at a disadvantage since many of our competitors are better funded.
 
Discovering and developing a mineral prospect is highly speculative. There are many companies already established in this industry that are better financed and/or have closer working relationships with productive mining companies, which places our firm at a competitive disadvantage. The inability to generate sufficient revenues could cause us to cease active business operations.
 
Other risks relating to the common stock
 
Most of our outstanding shares will be free trading and, if sold in large quantities, may adversely affect the market price for our common stock.
 
4,958,256 of the 16,735,000 shares of common stock issued and outstanding as of April 14, 2010 are held by affiliates of the Company and are eligible for resale under Rule 144, promulgated under the Act. See page 35 for additional information on Rule 144.  The possible resale of those shares at any time may have an adverse effect on the market price for our common stock.
 
 
7

 
 
The Board of Directors could issue stock to prevent a takeover by an acquirer or stockholder group.
 
The Company's authorized but unissued capital stock consists of 58,265,000 shares of common stock. There are no shares of preferred stock issued or authorized. One effect of the existence of authorized but unissued capital stock may be to enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby to protect the continuity of the Company's management. If, in the due exercise of its fiduciary obligations, for example, the Board of Directors were to determine that a takeover proposal was not in the Company's best interest, such shares could be issued by the Board of Directors without stockholder approval in one or more private placements or other transactions that might prevent, or render more difficult or costly, completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group, by creating a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent Board of Directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The Company does not contemplate any additional issuances of common stock for this purpose at this time.  However, if such “super-voting” stock were to be issued, it could have a materially adverse effect on the aggregate voting power of the then-existing stockholders of the Company.
 
We could offer warrants, options and debentures and dilute holdings of Investors
 
As of December 31, 2009 there are 667,500 outstanding warrants exercisable at a price of $0.50 per share for two years.  There are no outstanding options to purchase common stock of the Company. Should the Company choose to offer incentive options to its key employees, the existence of these options may hinder our future equity offerings, and the exercise of these options would further dilute the interests of all of our then-existing stockholders. Future resale of the shares of common stock issuable on the exercise of warrants and/or options may have an adverse effect on the prevailing market price of our common stock. Furthermore, the holders of warrants and/or options may exercise them at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us.
 
Additional shares of common stock may be issued without stockholder approval.
 
Convenientcast, Inc. has authorized capital of 75,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock. As of December 31, 2009, there were 16,735,000 shares of common stock issued and outstanding. Our Board of Directors has authority, without action or vote of our stockholders, to issue all or part of the authorized but unissued shares. Any issuance of shares described in this paragraph will dilute the percentage ownership of our then existing stockholders and may dilute the book value of the common stock.
 
The Company does not expect to be able to pay dividends in the near future.
 
To date, we have not paid, nor do we plan to pay in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective Investors will likely need to rely on an increase in the price of Convenientcast, Inc. stock to profit from his or her investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.  If Prospective Investors purchase Shares, they must be prepared to be unable to liquidate their investment and/or lose their entire investment.
 
 
8

 
 
Going concern considerations.
 
The Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unanticipated costs and expenses or the inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales. The fact that there are going concern considerations may make raising additional funds or obtaining loans more difficult. To the extent financing is not available, the Company may not be able to, or may be delayed in, implementing its business plan, developing its property and/or meeting its obligations. This could result in the entire loss of any investment in the Shares. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. Details regarding these concerns are included in the notes to the audited Financial Statements included in this filing.
 
Management's plan to mitigate the threat to the continuation of the business will be to attempt to secure additional equity financing, secure bank or private lines of credit, or secure joint venture partners.  The Company has not yet evaluated its options in these regards nor has it identified any potential sources of financing or possible partnerships to develop its property.

ITEM 2. PROPERTIES
 
Mining Properties
 
On August 11, 2008, the Company entered into an agreement with a company affiliated with the Company’s sole Director to acquire an undivided 100% interest in a mineral prospect (the Property) located in British Columbia, Canada   for consideration of $10,000 cash.  On June 9, 2009 the Company sold its interest in the property for $15,000.  The company does not have a mining property at this time.

Executive Offices
We maintain executive and administrative offices located at 1174 Manitou Drive, Fox Island Washington. We receive free use of this facility from an affiliated party. It has approximately 300 square feet of office space consisting of a conference room, a hospitality area, and a bathroom. Management believes that this facility is adequate for us for at least the next 12 months.
 
Our principal Nevada executive offices are located at 7230 Indian Creek Lane, Ste 201, Las Vegas NV 89149 and our phone number is 253-549-4336.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against Convenientcast, Inc. has been threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The following matter was submitted to a vote of security holders and approved during fiscal year covered by this report;
That the Company sell its 100% interest in the Big Andy Mine to Silver Mountain Mines for the sum of $15,000;

 
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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

There is presently no public market for our common stock.  We are currently applying for quotation of our common stock on the OTC-BB.  However, we can provide Investors with no assurance that our common stock will be quoted on the OTC-BB or, if quoted, that a public market will materialize.

Penny Stock Disclosure

Effective August 11, 1993, the Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The National Association of Securities Dealers, Inc. (the "NASD"), which administers NASDAQ, has recently made changes in the criteria for initial listing on the NASDAQ Small Cap market and for continued listing. For initial listing, a company must have net tangible assets of $4 million, market capitalization of $50 million or net income of $750,000 in the most recently completed fiscal year or in two of the last three fiscal years. For initial listing, the common stock must also have a minimum bid price of $4 per share. In order to continue to be included on NASDAQ, a company must maintain $2,000,000 in net tangible assets and a $1,000,000 market value of its publicly traded securities. In addition, continued inclusion requires two market makers and a minimum bid price of $1.00 per share.

Holders of Our Common Stock

As of the date of this Annual Report, we have 147 stockholders.

Registration Rights

We have no outstanding shares of common stock or any other securities to which we have granted registration rights.
 
 
10

 

Dividends

There are no restrictions in our Articles of Incorporation or Bylaws that restrict us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

(1)  we would not be able to pay our debts as they become due in the usual course of business; or

(2)  our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends.  We do not plan to declare any dividends in the foreseeable future.
 
On July 9, 2007, the Company filed an amendment with the Secretary of State of Nevada, to change the authorized common stock of the Company to 75,000,000 shares with a par value of $.001. The holders of the Shares: (a) have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of the Company; (b) are entitled to share ratably in all of the assets of Convenientcast available for distribution upon winding up of the affairs of the Company; (c) do not have preemptive subscription or conversion rights and there are no redemption or sinking fund applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. These securities do not have any of the following rights:

(a) cumulative or special voting rights;

(b) preemptive rights to purchase in new issues of Shares;

(c) preference as to dividends or interest;

(d) preference upon liquidation; or

(e) any other special rights or preferences.

In addition, the Shares are not convertible into any other security.

Non-cumulative voting.

Any future holders of Shares of Common Stock of Convenientcast will not have cumulative voting rights, which means that the holders of more than 50% of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining Shares will not be able to elect any of the Company's directors.
 
Transfer Agent.

The Company has engaged the services of Stalt, Inc., 671 Oak Grove Avenue, Suite C, Menlo Park, CA 94025, 1-650.321.7111, Fax 1-650-321-7113 to act as transfer agent and registrar.
 
 
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ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Upon inception, the Company issued 49,000 pre-split shares of its unrestricted common stock at $.01 per share for total cash of $490.  The proceeds were used to pay for incorporation and filing fees.

On February 27, 2007, the Board of Directors approved a 250:1 forward stock split of issued shares and an increase in the Company’s authorized common shares from 25,000,000 to 75,000,000 shares.  Common stock par value remains at $.001, and all applicable periods presented have been retroactively restated to reflect the split.

On February 27, 2007, the Board of Directors approved the distribution of up to 11,805,374 post-split shares of the total issued and outstanding shares held by its then parent company (the Parent) to the Parent’s stockholders of record on March 1, 2007 as a stock dividend. The distribution of the 11,805,374 shares took place March 1, 2007.

On April 16, 2008, the Board of Directors approved the settlement of $78,000 of debt payable to a stockholder in consideration for 3,000,000 shares valued at $.026 per share (Note 2).
 
On April 23, 2008, the Company entered into an agreement to purchase all the outstanding shares of iAudioCampus.com, Inc. (“iAudio”), a California company, in consideration of $400,000 cash and 13,000,000 shares of the Company’s common stock. A payment of $175,000 was made on the date of the agreement’s inception, and additional $100,000 payments were required to be made on May 22, 2008 and June 22, 2008 (extended to July 31, 2008). The remaining $25,000 was to be used for audit and legal fees.

The Company did not make the final payment of $100,000 and the agreement was terminated on August 1, 2008.  Terms of the termination included the cancellation of the 13,000,000 shares issued to iAudio for the acquisition, and conversion of the $275,000 cash advanced and the $25,000 used to pay for legal and audit expenses into a private placement in iAudio of 1,000,000 shares, and that the Company change its name.  The net cash investment of $275,000 was recognized as an available-for-sale investment to be accounted for under the provisions of ASC 320 (SFAS 115).  As of December 31, 2008, no unrealized holding gains or losses had been recorded on this investment.  At December 31, 2009, the Company impaired the investment down to $0, as there was no perceived value in the iAudio shares due to iAudio’s inactivity and inability to generate profits.

On August 12, 2008, the Company issued 1,335,000 shares of common stock pursuant to a private offering, for cash proceeds of $396,500 (net of $4,000 in offering expenses).  A total of 667,500 warrants were issued in conjunction with the shares.  Each unit is comprised of one common share and one-half warrant exercisable for two years at a price of $0.50. Two warrants are required to purchase one common share. The fair value of each warrant on the grant date was determined to be $.088 ($58,830 total) using the Black Scholes option pricing model.  The residual purchase price was assigned to the common stock, which was computed to be $.256 per share ($337,670 total, net of $4,000 offering costs). The following assumptions were used to value the warrants on the grant date: stock price of $.30, dividend yield of 0%, volatility of 77%, warrant life of two years, and a risk-free interest rate of 4% based on the Treasury bond yield with a term comparable to the length of the terms stated in the warrant agreements.  At December 31, 2009, no warrants had been exercised, and the remaining life of outstanding warrants was approximately 7.5 months. 

 
12

 

On August 13, 2008, the Company issued 150,000 shares of common stock at $0.30 per share to a stockholder in exchange for services valued at $45,000 relating to the filing of a Form S-1 and obtaining a trading symbol on the NASD OTCBB.
 
It is likely that we will need to raise additional funds in the next 12 months. Our existing funds will not cover our general and administrative expenses for the next 12 months. In the event additional funds are required, management will seek private placement subscriptions or will loan additional proceeds to the Company.
 
Currently, the Company does not have the funds required to complete a substantial drilling program and engineering studies. In the event it is unable to raise additional funds for this work, it would be unable to proceed even if a mineral deposit is discovered.
 
Our company has incurred operating losses and will not be able to exist indefinitely without the receipt of additional operating funds. In the view of our company’s auditors, our company requires additional funds to maintain our operations and these conditions raise substantial doubt about our ability to continue as a going concern.
 
The Big Andy claims were transferred to Convenientcast, Inc. by virtue of a Purchase Agreement executed on August 11, 2008, between the Company and Silver Mountain Mines. The claims were acquired for consideration of $10,000, with a 1% net smelter return royalty retained by Silver Mountain Mines. Kevin M. Murphy is President of Silver Mountain Mines as well as Convenientcast, Inc.  On June 9, 2009 the Company sold its interest in the property for $15,000.  The company does not have a mining property at this time.
 
We will not be conducting any product research or development over the next 12 months. We do not expect to purchase any plant or significant equipment over the next 12 months.
 
On July 15, 2009 the Company entered into a Letter of Agreement to purchase Global Fusion Media Inc., a British Columbia corporation (“GFM”). However, the agreement was terminated on February 28, 2010.
 
We do not expect any significant changes in the number of our employees over the next 12 months. Our current management team will satisfy our requirements for the foreseeable future.
 
Plan of Operation
 
We propose to continue our search for properties of merit to acquire and develop.
 
If the exploration results on the Company's acquisition of properties do not warrant drilling or further exploration, the Company will suspend operations on the property. The Company will then seek additional exploration properties and additional funding with which to do work on the new properties. In the event that the Company is unable to obtain additional financing or additional properties, it may not be able to continue active business operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The required financial statements are attached immediately following the signature page of this Form 10-K.  An index to the financial statement schedules required to be filed by Part II, Item 8 of this Form 10-K is set forth immediately before the attached financial statements.
 
 
13

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The independent accountant for the Company is Child, Van Wagoner & Bradshaw, PLLC, 5296 South Commerce Drive, Suite 300, Salt Lake City, UT 84107.  This firm was engaged on or about October 31, 2003. To the present time, the independent accountant for the Company has neither resigned (nor declined to stand for reelection) nor been dismissed.

ITEM 9A.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to Convenientcast management as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, management concluded that the Company’s internal disclosure controls and procedures were not effective as of December 31, 2009, due to a lack of segregation of duties.

Management’s Annual Report on Internal Control Over Financial Reporting
 
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Company’s internal control over financial reporting is supported by written policies and procedures that:  (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.  All internal control systems, no matter how well designed, have inherent limitations which 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.
 
 
14

 
 
Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the framework set forth in the report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or (“COSO”).  The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.  Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009, due to a lack of segregation of duties.

Management believes that this significant deficiency did not have an effect on our financial results due primarily to the transparency of, ready access to and periodic review of the bank accounts and bank statements by Management and Directors.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management’s report in this annual report.
 
 
15

 
 
ITEM 9B.  OTHER INFORMATION

During the fiscal year ended December 31, 2009, there was no information required to be reported on Form 8-K which was not previously reported.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Set forth below is the name and age of each individual who was a director or executive officer of Convenientcast, Inc. as of April 14, 2010, together with all positions and offices of the Company held by each and the term of office and the period during which each has served:
 
Name
Age
Position with the Company
Term Of Office
Kevin M. Murphy
63
President/CEO/Director
November 29, 2007, to present
Howard Bouch
64
Secretary/CFO/Director
April 14, 2008, to present
 
Biographical Information
 
The following paragraphs set forth brief biographical information for the aforementioned director and executive officer:
 
Mr. Kevin M. Murphy, President/CEO/Director

Mr. Murphy, age 63, is an international consultant, with many years of executive management experience in corporate reorganization, finance, administration, and new business development. He has served on the Board of Directors of several companies. Mr. Murphy serves as President and CEO of Wannigan Capital Corp. and as President and Director of Convenientcast, Inc. (formerly Wannigan Ventures/PC 9-11, Inc/iAudioCampus.com, Lone Mountain Mines, Inc.).  Mr. Murphy also serves as President and CEO of Silver Mountain Mines, and Universal Potash Corp (symbol, UPCO, Pink Sheets). He is also President and Chairman of the Board of Directors of Greenleaf Forum International, Inc., a private investment banking firm. Mr. Murphy became CEO and Chairman of the Board of Absolute Future.Com, Inc. on August 15, 2001.  He applied for reorganization for Absolute Future.Com through the Federal Bankruptcy Courts January 31, 2002.  Mr. Murphy filed Bankruptcy in June of 2001. He is CEO and President of a private company, Neighborhood Choices, Inc., in the International Domain registration and resale industry. Mr Murphy is President and CEO of Black Hawk Exploration Inc. (symbol BHWX, OTC BB). Mr. Murphy is an alumnus of the University of California (UCLA), Los Angeles School of Economics and the California State University (CSULA) at Los Angeles's School of Business, and is an alumnus of Sigma Alpha Epsilon.

Mr. Howard Bouch, Secretary/CFO/Director
 
Mr. Bouch, age 64, is a Private Practice Chartered Accountant with over 36 years of Public and Private international experience. Mr. Bouch originally qualified as a Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp, Zambia working as Head Office Chief Accountant for Nchanga Consolidated Copper Mines (world's 2nd largest) from 1972 - 1976. In 1976, Mr. Bouch returned to the UK and joined Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr. Bouch was Chief Accountant of a private building firm in Cumbria, England from 1978 - 1984.  In 1984 Mr. Bouch established a Private Practice as a Chartered Accountant and continues to provide professional services to Cumbrian firms to the present. Mr. Bouch is a Director of Viavid Broadcasting Inc., a fully reporting, US Public Company, trading on the Pink Sheets under the symbol VVDB; also of UTEC, Inc. symbol UTEI. Mr Bouch is also Director and CFO of  Silver Mountain Mines, and Universal Potash Corp (symbol, UPCO, Pink Sheets) as well as Black Hawk Exploration Inc (symbol BHWX, OTC BB).
 
 
16

 
 
ITEM 11.  EXECUTIVE COMPENSATION

(a) The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2009 and 2008 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2009; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2009; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2009 that received annual compensation during the fiscal year ended December 31, 2009.

Summary Compensation Table

Name and
Principal
Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock Awards
($)
 
Option Awards
($)
 
Non-
Equity Incentive
Plan
Compen
sation
($)
 
Change
in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
 
All
Other
Compen
sation ($)
 
Total ($)
                                     
Kevin M. Murphy
 
2009
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
President/CEO/Director
 
2008
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
                                     
Howard Bouch
 
2009
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
Secretary/CFO/Director
 
2008
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
0
 
(b) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.
 
 
17

 
 
(c) The Company renewed its management agreement with Wannigan Consulting Corp.(WCC) a Company of which Howard Bouch is a Director and CFO, for a period of six months commencing August 13, 2008.  Pursuant to terms stated in the agreement, the Company paid $10,000 cash and issued 150,000 shares of common stock to WCC upon the signing of the agreement.  The stock was valued at $45,000 ($.30 per share) and expensed.  All remaining payments of $15,000 were paid by the Company and the agreement was not renewed.
 
Corporate Governance
 
No material changes were made to the procedures by which security holders may recommend nominees to the Company’s board of directors.  The Company has not adopted a Code of Ethics.
 
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) 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 will appoint independent directors and directors with financial expertise to our board and committees in the future.
 
Audit Committee
 
The Audit Committee currently consists of our two Board members, Mr. Kevin Murphy and Mr. Howard Bouch.  Our common stock is not currently publicly traded.  Thus, the Company is not subject to FINRA audit committee requirements.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Upon inception, the Company issued 49,000 pre-split shares of its unrestricted common stock at $.01 per share to its sole shareholder, Wannigan Capital Corp., for total cash of $490.  The proceeds were used to pay for incorporation and filing fees.

On February 27, 2007, the Board of Directors approved a 250:1 forward stock split and an increase in the Company’s authorized common shares from 25,000,000 to 75,000,000 shares.  The stock split resulted in 12,250,000 shares issued and outstanding at December 31, 2007.  Common stock par value remains at $.001, resulting in total par value of $12,250 and a paid-in capital deficit of ($11,760) at December 31, 2007.

On February 27, 2007, the Board of Directors approved the distribution of up to 11,805,374 shares of the total issued and outstanding shares held by its parent company (the Parent) to the Parent’s shareholders of record on March 1, 2007 as a dividend.   No further shares were issued as dividends as of December 31, 2007.

On July 9, 2007, the Company filed an amendment with the Secretary of State NV, to change the authorized common stock of the Company to 75,000,000 shares with a par value of $.001.
 
The following table sets forth the beneficial ownership of the Company's officers, directors, and persons who own more than five percent of the Company's common stock as of April 14, 2009. Under relevant provisions of the Exchange Act, a person is deemed to be a "beneficial owner" of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership in 60 days. More than one person may be deemed to be a beneficial owner of the same securities. The percentage ownership of each stockholder is calculated based on the total number of outstanding shares of our common stock as of April 14, 2010.
 
 
18

 
 
Amount and Nature of Beneficial Ownership as of April 14, 2010.
 
Name of Beneficial
Owner of Common
Shares
Address of Beneficial Owner of
common Shares
Number of
Common
Shares Owned
Percentage of
Issued and
Outstanding
Common Shares
Kevin M. Murphy
President/CEO/Director
1174 Manitou Dr NW
Fox Island, WA 98333
 
1,403,630
8.39%
Wannigan Capital Corp(1)
1174 Manitou Dr NW.,
Fox Island, WA 98333
3,594,626
21.48%
Howard Bouch
Secretary/CFO/Director
Grove House
13 Low Seaton Workington
Cumbria, England CA141PR
United Kingdom
110,000
0.66%
All officers and directors
as a group (Group of 2)
 
5,108,256
30.53%
Ken Liebscher
5466 Canvasback Road
Blaine, WA 98230
2,073,000
12.39%
Chancery Lane
Investment Group Inc
60 Market Square, Box 364,
Belize City, Belize Central America
1,166,600
6.98%
Sundance Capital Group, Inc.
625 Howe Street Suite 600,  Vancouver, BC  CANADA V6C 2T6
854,540
5.11%%
 
(1) Kevin Murphy is the President of Wannigan Capital and also President/CEO/Director of the Company
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
Other than as set forth in this item, there are no relationships, transactions, or proposed transactions to which the Registrant was or is to be a party, in which any of the named persons set forth in Item 404 of Regulation S-K had or is to have a direct or indirect material interest.
 
 
19

 
 
Convertible Note Payable
 
On November 17, 2003, the Company entered into a $500 non-interest bearing note payable with its then only stockholder, repayment of which was originally due January 1, 2005 but has been extended by the stockholder to December 31, 2010.  The stockholder retains the option to convert this loan to 500,000 shares at $.001 per share. Because of the negligible benefit of converting the debt to shares at the conversion price of $.001 (which management determined on November 17, 2003 approximated the actual fair value of the Company’s shares), no beneficial conversion feature has been recorded. No principal payments have been made on the note, and interest has not been imputed due to the insignificant impact on the financial statements.  The funds were used to pay audit fees and maintain a Company bank account.

Management Agreement
The Company entered into a management agreement with a stockholder, Wannigan Capital Corp. a Company of which Kevin Murphy is also President and CEO (Wannigan), for the period of one year commencing October 1, 2004.  The agreement was automatically renewed at the end of the initial term, and continued to be renewed indefinitely for one-year periods until terminated December 31, 2007. Wannigan acted as the office manager and management consultant for the Company, and was compensated $2,000 per month, plus reasonable out-of-pocket expenses. At December 31, 2007, the Company had incurred 39 months of consulting expense totaling $78,000. On April 16, 2008, the $78,000 was paid to Wannigan by issuance of 3,000,000 shares of common stock valued at $.026 per share.

The Company renewed its management agreement with Wannigan Consulting Corp.(WCC) a Company of which Howard Bouch is a Director and CFO, for a period of six months commencing August 13, 2008.  Pursuant to terms stated in the agreement, the Company paid $10,000 cash and issued 150,000 shares of common stock to WCC upon the signing of the agreement.  The stock was valued at $45,000 ($.30 per share) and expensed.  Remaining payment terms required payments of $15,000, which were paid by the Company.  Kevin Murphy is not an affiliate of WCC.

Mineral Claims
On August 11, 2008, the Company entered into an agreement with a company affiliated with one of the Company’s Directors (the Affiliate) to acquire an undivided 100% interest in a mineral prospect (the Property) located in British Columbia, Canada, for consideration of $10,000 cash, which amount has been paid.  On June 9, 2009 the Company sold its interest in the property back to the Affiliate for $15,000, resulting in a $5,000 gain.  The company does not have a mining property at this time.

Lease Agreement
The Company entered into a lease agreement with a stockholder for office space in Nevada for a one-year period commencing April 1, 2008 with monthly rent payments of $400 and a security deposit of $1,200.  Rent expense for the 2009 and 2008 was $4,800 and $3,600, respectively.

Loan  Payable
On August 15, 2009, a stockholder advanced $5,000 to the Company.  The loan bears no interest and has no specific terms of repayment.  Interest has not been imputed due to the insignificant impact on the financial statements.

Other
The Company has prepaid expenses of $2,075 which were advanced to stockholders for project investigation costs.

Director Independence
Our Board of Directors has determined that it does not have a member that 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.
 
 
20

 

Interest of named experts and counsel.

None.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
 
(1) Audit Fees
 
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
 
2009 
$9,500
Child, Van Wagoner & Bradshaw, PLLC
 
2008 
$8,600
Child, Van Wagoner & Bradshaw, PLLC

(2) Audit-Related Fees
 
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
 
2009 
$250 
Child, Van Wagoner & Bradshaw, PLLC
 
2008 
$1,800
Child, Van Wagoner & Bradshaw, PLLC

(3) Tax Fees
 
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
 
2009 
$400
Child, Van Wagoner & Bradshaw, PLLC
 
2008 
$645 
Child, Van Wagoner & Bradshaw, PLLC

(4) All Other Fees
 
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
 
2009 
$0
Child, Van Wagoner & Bradshaw, PLLC
 
2008 
$0 
Child, Van Wagoner & Bradshaw, PLLC

(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%
 
 
21

 

PART IV
 
ITEM 15. EXHIBITS
 
Exhibit No.
 
Document
 
Location
         
3.1
 
Articles of Incorporation
 
Filed as exhibit to Form 10SB on March 5, 2004
3.2
 
Bylaws
 
Filed as exhibit to Form 10SB on March 5, 2004
3.3
 
Certificate of Amendment Dated 7/9/07
 
Filed as exhibit to Form S-1 on December 19, 2008
3.4
 
Certificate of Amendment Dated 12/28/07
 
Filed as exhibit to Form S-1 on December 19, 2008
3.5
 
Certificate of Amendment Dated 4/25/08
 
Filed as exhibit to Form S-1 on December 19, 2008
3.6
 
Certificate of Amendment Dated 8/13/08
 
Filed as exhibit to Form S-1 on December 19, 2008
3.7
 
Certificate of amendment Dated 8/20/09
 
Included
10.1
 
Acquisition Agreement – Big Andy Mine
 
Filed as exhibit to Form S-1 on December 19, 2008
10.2
 
Lease Agreement
 
Filed as exhibit to Form S-1 on December 19, 2008
31
 
Rule 13a-14(a)/15d-14(a) Certification
 
Included
32
 
Section 1350 Certification
 
Included
 
 
22

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Convenientcast, Inc.
 
     
     
 
By: /s/ Kevin M. Murphy
 
 
Kevin Murphy, President
 
 
Date:  April 14, 2010
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 
Convenientcast, Inc.
 
     
     
 
By: /s/ Howard Bouch
 
 
Howard Bouch
 
 
Secretary, Director, CFO
 
 
Date:  April 14, 2010
 
     
     
 
By: /s// Kevin M. Murphy
 
 
Kevin Murphy, President, CEO, Director
 
 
Date:  April 14, 2010
 
 
 
23

 
 

Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
 (A Development Stage Company)

 
Audited Financial Statements
 

 
For the years ended December 31, 2009 and 2008, and
the Period of August 15, 2003 (inception) through December 31, 2009
 
 
 

 
 
1

 

Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
 (A Development Stage Company)

 
For the years ended December 31, 2009 and 2008, and
the Period of August 15, 2003 (inception) through December 31, 2009

TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm
3
   
Balance Sheets
4
   
Statements of Operations
5
   
Statement of Changes in Stockholders’ Deficit
6
   
Statements of Cash Flows
7
   
Notes to the Audited Financial Statements
8-13
 
 
2

 
 
 
 
graphic
 
 
 
 
 
 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
Convenientcast, Inc.
Las Vegas, NV
 
We have audited the accompanying balance sheets of Convenientcast, Inc. (a development stage company) (the “Company”) as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended and for the period of August 15, 2003 (inception) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.     

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of its operations and cash flows for the years then ended and for the period of August 15, 2003 (inception) through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has not generated revenues from operations and has incurred losses since inception. This raises substantial doubt about the Company's ability to meet its obligations and to continue as a going concern. Management's plans in regard to this matter are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, UT
April 13, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3

 
 
Convenientcast, Inc
(fka Lone Mountain Mines, Inc.)
(A Development Stage Company)
Balance Sheets


   
December 31,
   
December 31,
 
   
2009
   
2008
 
ASSETS
           
             
Current assets
           
Cash
  $ 57     $ 6,717  
Prepaid expense – related party (Note 2)
    2,075       -  
Deposits – related party (Note 2)
    -       5,075  
Total current assets
    2,132       11,792  
                 
Fixed assets (Note 6)
               
Office and computer equipment
    5,608       1,448  
Less accumulated depreciation
    (3,953 )     (643 )
Total fixed assets
    1,655       805  
Other assets
               
Available-for-sale investment (Note 5)
    -       275,000  
Mineral claims (Note 2)
    -       10,000  
Total other assets
    -       285,000  
                 
Total assets
  $ 3,787     $ 297,597  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities
               
Accounts payable
  $ 10,649     $ 7,109  
Loan payable – related party (Note 2)
    5,000       -  
Convertible note payable – related party (Note 2)
    500       500  
                 
Total current liabilities
    16,149       7,609  
                 
Stockholders' deficit (Note 3)
               
Common stock; $0.001 par value: 75,000,000 shares authorized;
               
16,735,000 shares issued and outstanding
    16,735       16,735  
Additional paid-in capital
    503,255       503,255  
Deficit accumulated during development stage
    (532,352 )     (230,002 )
                 
Total stockholders' deficit
    (12,362 )     289,988  
                 
Total liabilities and stockholders' deficit
  $ 3,787     $ 297,597  

 
See Accompanying Notes to Audited Financial Statements
 
4

 
 
Convenientcast, Inc.
 (fka Lone Mountain Mines, Inc.)
 (A Development Stage Company)
Statements of Operations


               
Cumulative
 
               
from Inception,
 
   
Years ended
   
August 15, 2003,
 
   
Ended December 31,
   
to December 31,
 
   
2009
   
2008
   
2009
 
                   
Income
  $ -     $ -     $ -  
                         
Expenses
                       
Organizational costs
    -       -       490  
Professional fees
    20,172       28,472       64,554  
Management fees – related party
    -       79,500       157,500  
Other general and administrative
    12,178       24,142       39,808  
Total operating expenses
    32,350       132,114       262,352  
                         
Other Income (Expenses)
                       
Impairment of available-for-sale investment
    (275,000 )     -       (275,000 )
Gain on sale of mineral claims
    5,000       -       5,000  
Total other income (expenses)
    (270,000 )     -       (270,000 )
                         
Net loss and comprehensive loss accumulated during development stage
  $ (302,350 )   $ (132,114 )   $ (532,352 )
                         
Net loss and comprehensive loss per common share
  $ (0.02 )   $ (0.01 )        
                         
Weighted average outstanding common shares
    16,735,000       14,994,631          

See Accompanying Notes to Audited Financial Statements
 
5

 
 
Convenientcast, INC.
 
(fka Lone Mountain Mines, Inc.)
 
(A Development Stage Company)
 
Statement of Stockholders' Deficit
 
Period of August 15, 2003 (Inception) to December 31, 2009
 
                         
         
Additional
    Deficit    
Total
 
   
Common Stock
   
Paid in
   
Accum. during
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Dev. Stage
   
Deficit
 
Balance at inception, April 15, 2003
    -     $ -     $ -     $ -     $ -  
                                         
Common stock issued for cash
                                 
at $0.001 per share
    12,250,000       12,250       (11,760 )     -       490  
                                         
Net loss, 2003
    -       -       -       (911 )     (911 )
                                         
Balance, December 31, 2003
    12,250,000       12,250       (11,760 )     (911 )     (421 )
                                         
Net loss, 2004
    -       -       -       (7,466 )     (7,466 )
                                         
Balance, December 31, 2004
    12,250,000       12,250       (11,760 )     (8,377 )     (7,887 )
                                         
Net loss, 2005
    -       -       -       (27,532 )     (27,532 )
                                         
Balance, December 31, 2005
    12,250,000       12,250       (11,760 )     (35,909 )     (35,419 )
                                         
Net loss, 2006
    -       -       -       (29,195 )     (29,195 )
                                         
Balance, December 31, 2006
    12,250,000       12,250       (11,760 )     (65,104 )     (64,614 )
                                         
Net loss, 2007
    -       -       -       (32,784 )     (32,784 )
                                         
Balance, December 31, 2007
    12,250,000       12,250       (11,760 )     (97,888 )     (97,398 )
                                         
Common stock issued to settle debt
                                       
at $0.026 per share – Note 2
    3,000,000       3,000       75,000       -       78,000  
                                         
Common stock issued for cash
                                       
at $0.256 per share, net – Note 3
    1,335,000       1,335       336,335       -       337,670  
                                         
Warrants issued at $.088 per share –
                                       
Note 3
    -       -       58,830       -       58,830  
                                         
Common stock issued for services
                                       
at $.30 per share – Note 2
    150,000       150       44,850       -       45,000  
                                         
Net loss, 2008
    -       -       -       (132,114 )     (132,114 )
                                         
Balance, December 31, 2008
    16,735,000       16,735       503,255       (230,002 )     289,988  
                                         
Net loss, 2009
    -       -       -       (302,350 )     (302,350 )
                                         
Balance, December 31, 2009
    16,735,000     $ 16,735     $ 503,255     $ (532,352 )   $ (12,362 )
 
 
See Accompanying Notes to Audited Financial Statements
 
6

 
 
Convenientcast, Inc
(fka Lone Mountain Mines, Inc.)
 (A Development Stage Company)
Statements of Cash Flows

               
Cumulative from
 
               
Inception,
 
               
August 15, 2003
 
   
Years Ended
   
to
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
 
                   
Cash flows from operating activities
                 
Net loss and accumulated deficit
  $ (302,350 )     (132,114 )     (532,352 )
Adjustments to reconcile net loss to net cash
                       
provided used in operations:
                       
Depreciation
    3,310       643       3,953  
Stock issued for services
    -       45,000       45,000  
Impairment of available-for-sale investment
    275,000       -       275,000  
Gain on sale of mineral claims
    (5,000 )     -       (5,000 )
Changes in operating assets and liabilities:
                       
Increase in prepaid expenses – related party
    (2,075 )             (2,075 )
Decrease (increase) in deposits – related party
    5,075       (5,075 )     -  
Increase in accounts payable
    3,540       1,024       10,649  
Increase in accrued expenses – related party
    -       (12,850 )     78,000  
Total cash flows used in operating activities
    (22,500 )     (103,372 )     (126,825 )
                         
Cash flows from investing activities
                       
Purchase of mineral property interest
    -       (10,000 )     (10,000 )
Proceeds from sale of mining claim
    15,000       -       15,000  
Purchase of available-for-sale investment
    -       (275,000 )     (275,000 )
Purchase of fixed assets
    (4,160 )     (1,448 )     (5,608 )
Net cash flows provided by (used in) investing activities
    10,840       (286,448 )     (275,608 )
                         
Cash flows from financing activities
                       
Proceeds from sale of stock, net of offering costs
    -       396,500       396,990  
Proceeds from loan payable – related party
    5,000       -       5,000  
Proceeds from convertible note payable – related party
    -       -       500  
Total cash flows provided by financing activities
    5,000       396,500       402,490  
                         
Net change in cash
    (6,660 )     6,680       57  
Beginning cash balance
    6,717       37       -  
Ending cash balance
  $ 57       6,717       57  
                         
                         
Supplementary Disclosure Of Cash Flow Information:
                       
Cash paid for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
                         
Schedule of Non-Cash Investing and Financing Activities:
                       
None                        
 

See Accompanying Notes to Audited Financial Statements
 
7

 
 
Convenientcast, Inc
(fka Lone Mountain Mines, Inc.)
A Development Stage Company
Notes to Financial Statements
For the Years ended December 31, 2009 and 2008 and the
Period from August 15, 2003 (inception) through December 31, 2009
 
 
1.
Organization and Summary of Significant Accounting Policies
   
 
This summary of significant accounting policies of Convenientcast, Inc. (fka Lone Mountain Mines, Inc.), a development stage company (the Company), is presented to assist in understanding the Company's financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the accompanying financial statements.  The Company has not realized revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in accordance with ASC 915 (SFAS No. 7), “Accounting and Reporting by Development Stage Enterprises.”
   
 
Business Activity
 
Convenientcast, Inc. (fka Lone Mountain Mines, Inc.) is a Nevada corporation located in Las Vegas, Nevada.  The Company was originally organized on August 15, 2003 as Wannigan Ventures, Inc. to function as a holding company for making business acquisitions in various industries and providing business development services for those entities. The Company changed its name to PC 9-1-1, Inc. on December 28, 2007 to better reflect the direction of the Company at that time. On April 25, 2008 the Company changed its name to iAudioCampus.com (iAudio) as part of a proposed business combination in which the Company was to acquire 100% ownership of iAudioCampus.com, a California company (see Note 5).   The Company did not complete the acquisition.  On August 11, 2008 the Company entered into an agreement to acquire a mineral property for $10,000 and changed its name to Lone Mountain Mines, Inc. in light of its new business direction. On June 9, 2009 the Company sold its interest in the Big Andy Mine for $15,000. On August 20, 2009, Lone Mountain Mines, Inc. filed Articles of Merger with the Nevada Secretary of State to merge with its wholly owned subsidiary, Convenientcast, Inc.  The only changes to the corporate structure and Articles of Incorporation of the Company due to the merger are that it no longer owns Convenientcast, Inc. and that it has amended its Articles of Incorporation to change its name to Convenientcast, Inc.
   
 
The Company received approval from FINRA for the name change effective as of the opening of businesses on September 21, 2009 and has also been granted a new symbol on the OTC Bulletin Board.  The new symbol is “CVCT.” The Company has elected a fiscal year end of December 31.  
   
 
Income Taxes
 
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 718 (SFAS No. 109) to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from August 15, 2003 (date of inception) through December 31, 2009 of $532,352 will begin to expire in 2023. Accordingly, deferred tax assets of approximately $186,300 were offset by the valuation allowance, which increased by approximately $105,800 and $46,200 during the years ended December 31, 2009 and 2008, respectively.
   
 
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1, on December 31, 2004. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits.

 
8

 

Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
A Development Stage Company
Notes to Financial Statements
For the Years Ended December 31, 2009 and 2008, and the
Period from August 15, 2003 (inception) through December 31, 2009
 
 
1.
Organization and Summary of Significant Accounting Policies (Cont’d)
   
 
Income Taxes (cont’d)
 
The Company has no tax position at December 31, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2009. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended development stage activities.
   
 
Estimates
 
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates.  Actual amounts may differ from those reported.
   
 
Cash and Cash Equivalents
 
For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.  The Company had $57 and $6,717 in cash and cash equivalents at December 31, 2009 and December 31, 2008, respectively.
   
 
Fixed Assets
 
The Company’s fixed assets consist of office and computer equipment, which are valued at cost and depreciated using the double-declining method over a period of three years.
   
 
Earnings (Loss) Per Share
 
Earnings per share (EPS) are computed based on the weighted average number of shares actually outstanding.  The Company’s convertible debt (Note 2) and outstanding warrants (Note 3) are potentially dilutive securities, but do not impact the computation of fully diluted EPS because the effect would be antidilutive. Accordingly, basic earnings per share and fully diluted earnings per share are the same.
   
 
Recently Issued Accounting Pronouncements
 
In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
   
 
Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140,” SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

 
9

 

Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
A Development Stage Company
Notes to Financial Statements
For the Years Ended December 31, 2009 and 2008, and the
Period from August 15, 2003 (inception) through December 31, 2009
 
 
1.
Organization and Summary of Significant Accounting Policies (Cont’d)
   
 
Recently Issued Accounting Pronouncements (Cont’d)
 
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-11 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
   
2.
Related Party Transactions
   
 
Convertible Note Payable
 
On November 17, 2003, the Company entered into a $500 non-interest bearing note payable with its then only stockholder, repayment of which was originally due January 1, 2005 but has been extended by the stockholder to December 31, 2010.  The stockholder retains the option to convert this loan to 500,000 shares at $.001 per share. Because of the negligible benefit of converting the debt to shares at the conversion price of $.001 (which management determined on November 17, 2003 approximated the actual fair value of the Company’s shares), no beneficial conversion feature has been recorded.  No principal payments have been made on the note, and interest has not been imputed due to the insignificant impact on the financial statements.  The funds were used to pay audit fees and maintain a Company bank account.
   
 
Consulting Agreement and Accrued Expenses
 
The Company entered into a consulting agreement with a Stockholder for the period of one year commencing October 1, 2004.  The agreement was automatically renewed at the end of the initial term, and continued to be renewed indefinitely for one-year periods until terminated December 31, 2007.  The Stockholder acted as the office manager and management consultant for the Company, and was compensated $2,000 per month, plus reasonable out-of-pocket expenses.   At December 31, 2007, the Company had incurred 39 months of consulting expense totaling $78,000, and owed an additional $12,850 in miscellaneous expenses incurred in the Company’s behalf.  On April 16, 2008, the $78,000 was paid to the Stockholder by issuance of 3,000,000 shares of common stock valued at $.026 per share.  The Company also reimbursed the consultant for the $12,850 in expenses, resulting in a $0 balance at December 31, 2008.
   
 
The Company renewed its management agreement with the Stockholder for a period of six months commencing August 13, 2008.  Pursuant to terms stated in the agreement, the Company paid $10,000 cash and issued 150,000 shares of common stock to the Stockholder upon the signing of the agreement.  The stock was valued at $45,000 ($.30 per share) and recorded as management fee expense.  Remaining payment terms require a $10,000 payment upon filing of a Form S-1, and a $5,000 payment upon obtaining trading privileges on the NASD OTCBB.  The Stockholder is also authorized to incur pre-approved expenses in the Company’s behalf up to $5,000.  The S-1 was filed in December 2008, at which point the second $10,000 payment was made.  The Company also paid the Stockholder $5,000, as its NASD OTCBB privileges were approved during the second quarter of 2009. The Company’s trading symbol is CVCT.

 
10

 

Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
A Development Stage Company
Notes to Financial Statements
For the Years Ended December 31, 2009 and 2008, and the
Period from August 15, 2003 (inception) through December 31, 2009
 

2.
Related Party Transactions (continued)
   
 
Loan Payable
 
On August 15, 2009, a stockholder advanced $5,000 to the Company.  The loan bears no interest and has no specific terms of repayment.  Interest has not been imputed due to the insignificant impact on the financial statements.
   
 
Mineral Claims
 
On August 11, 2008, the Company entered into an agreement with a company affiliated with the Company’s President (the Affiliate) to acquire an undivided 100% interest in a mineral prospect (the Property) located in British Columbia, Canada   for consideration of $10,000 cash.  On June 9, 2009 the Company sold its interest in the property back to the Affiliat for $15,000, resulting in a $5,000 gain.  No exploration or other expenses were incurred on the mineral property during the Company’s brief ownership.
   
 
Lease Agreement
 
The Company entered into a lease agreement with a stockholder for office space in Nevada for a one-year period commencing April 1, 2008 with monthly rent payments of $400 and a security deposit of $1,200.  The Company paid an additional $2,675 plus $4,800 in rent prepayments and other maintenance fees for rent up front, resulting in a deposit balance of $5,075 at December 31, 2008.  The deposit has been applied to rent and other related fees in the current year, resulting in a deposit balance of $0 at December 31, 2009.  Rent expense for the years ended December 31, 2009 and 2008 was $4,800 and $3,600, respectively.
   
 
Other
 
The Company has prepaid expenses of $2,075 which were advanced to stockholders for project investigation costs.
   
3.
Stockholders’ Equity (Deficit)
   
 
Upon inception, the Company issued 12,250,000 shares of its unrestricted common stock at $.00004 per share for total cash of $490.  The proceeds were used to pay for incorporation and filing fees.
   
 
On February 27, 2007, the Board of Directors approved a 250:1 forward stock split of issued shares and an increase in the Company’s authorized common shares from 25,000,000 to 75,000,000 shares.  Common stock par value remains at $.001, and all applicable periods presented have been retroactively restated to reflect the split.  All references to common stock as stated in these footnotes are assumed to be post-split, unless otherwise indicated.
   
 
On February 27, 2007, the Board of Directors approved the distribution of up to 11,805,374 shares of the total issued and outstanding shares held by its then parent company (the Parent) to the Parent’s stockholders of record on March 1, 2007 as a stock dividend.    The distribution of the 11,805,374 shares took place March 1, 2007.
   
 
On April 16, 2008, the Board of Directors approved the settlement of $78,000 of debt payable to its stockholder in consideration for 3,000,000 shares valued at $.026 per share (Note 2).

 
11

 
 
Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
A Development Stage Company
Notes to Financial Statements
For the Years Ended December 31, 2009 and 2008, and the
Period from August 15, 2003 (inception) through December 31, 2009
 
 
3.
Stockholders’ Equity (Deficit) (cont’d)
   
 
On April 23, 2008, the Board of Directors approved the issuance of 13,000,000 common shares as partial consideration to acquire 100% of all the outstanding shares of iAudiocampus.com (“iAudio”), a California company.  These shares were cancelled on August 11, 2008 as the Company did not proceed in its acquisition.
   
 
On August 12, 2008, the Company issued 1,335,000 shares of common stock pursuant to a private offering for cash proceeds of $396,500 (net of $4,000 in offering expenses).  A total of 667,500 warrants were issued in conjunction with the shares.  Each unit is comprised of one common share and one-half warrant exercisable for two years at a price of $0.50. Two warrants are required to purchase one common share. The fair value of each warrant on the grant date was determined to be $.088 ($58,830 total) using the Black Scholes option pricing model.  The residual purchase price was assigned to the common stock, which was computed to be $.256 per share ($337,670 total, net of $4,000 offering costs). The following assumptions were used to value the warrants on the grant date: stock price of $.30, dividend yield of 0%, volatility of 77%, warrant life of two years, and a risk-free interest rate of 4% based on the Treasury bond yield with a term comparable to the length of the terms stated in the warrant agreements.  At December 31, 2009, no warrants had been exercised, and the remaining life of outstanding warrants was approximately 7.5 months. 
   
 
On August 13, 2008, the Company issued 150,000 shares of its common stock at $.30 per share to an existing stockholder pursuant to the consulting agreement in Note 2 for services totaling $45,000.
   
4.
Going Concern
   
 
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Unanticipated costs and expenses or the inability to generate revenues could require additional financing, which would be sought through bank borrowings, equity or debt financing, or asset sales.  To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations.  The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
   
5.
Asset Acquisitions and Subsequent Terminations
   
 
iAudioCampus.com
 
On April 23, 2008, the Company entered into an agreement to purchase all the outstanding shares of iAudioCampus.com, Inc. (“iAudio”), a California company, for consideration of $400,000 cash and 13,000,000 shares of the Company’s common stock.  A payment of $175,000 was made on the date of the agreement’s inception, and additional $100,000 payments were required to be made on May 22, 2008 and June 22, 2008 (extended to July 31, 2008).  The remaining $25,000 was to be used for audit and legal fees.
 
 
12

 
 
Convenientcast, Inc
 (fka Lone Mountain Mines, Inc.)
A Development Stage Company
Notes to Financial Statements
For the Years Ended December 31, 2009 and 2008, and the
Period from August 15, 2003 (inception) through December 31, 2009
 

5.
Asset Acquisitions and Subsequent Terminations (cont’d)
   
 
iAudioCampus.com (cont’d)
 
The Company did not make the final payment of $100,000 and the agreement was terminated on August 1, 2008.  Terms of the termination included the cancellation of the 13,000,000 shares issued to iAudio for the acquisition, and conversion of the $275,000 cash advanced and the $25,000 used to pay for legal and audit expenses into a private placement in iAudio of 1,000,000 shares, and that the Company change its name.   The net cash paid of $275,000 was recognized as an available-for-sale investment to be accounted for under the provisions of ASC 320 (SFAS 115).  As of December 31, 2008, no unrealized holding gains or losses had been recorded on this investment.  At December 31, 2009, the Company impaired the investment down to $0, as there was no perceived value in the iAudio shares due to iAudio’s inactivity and inability to generate profits.
   
 
Global Fusion Media, Inc.
 
On December 8, 2009, the Company entered into an agreement with Global Fusion Media Inc. to purchase all the outstanding shares of C-Store Network, LLC (“C-Store”), a Nevada company, in consideration of 32,000,000 shares of the Company’s common stock.    This transaction was not completed and was cancelled on February 28, 2010.
   
6.
Fixed Assets
 
The Company’s fixed assets consist of office and computer equipment, which are valued at cost and depreciated using the double-declining method over a period of three years as follows:

   
December 31, 2009
 
   
Cost
   
Accumulated
Amortization
   
Net Book
Value
 
Computer equipment
  $ 3,118     $ 2,293     $ 825  
                         
Office equipment
    2,490       1,660       830  
    $ 5,608     $ 3,953     $ 1,655  

   
December 31, 2008
 
   
Cost
   
Accumulated
Amortization
   
Net Book
Value
 
Computer equipment
  $ 1,448     $ 643     $ 805  
    $ 1,448     $ 643     $ 805  

 
Depreciation of $3,310 and $643 are included in general and administrative expenses in the statement of operations for the years ended December 31, 2009 and 2008, respectively.  During the year ended December 31, 2009 and 2008, the Company acquired office and computer equipment totaling $4,160 and $1,448, respectively.
   
7.
Subsequent Events
   
 
The Company evaluated subsequent from the balance sheet date through the date of this report and determined there are no events to disclose.
 
 
13