Attached files
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-K
--------------------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended JUNE 30, 2010
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____ to _______
Commission file number: 333-103780
----------------------------------
ARKSON NEUTRACEUTICALS CORP.
--------------------------------------------------------------------------------
(Exact name of small business issuer in its charter)
Delaware 51-0383940
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27 Chicora Ave M5R 1T7
Toronto Ontario, Canada
--------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (416) 928-3095
Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
------------------------------
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer as
defined in Rule 405 of the Securities Act. Yes No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 (right brace mid)Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer
Non-accelerated (Do not check if Smaller reporting company [X]
a smaller reporting company) filer
1
Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Act). Yes [X] No
The Company's stock is traded on the OTC-BB. As of June 30, 2010, there were
152,889 shares of stock held by non-affiliates. As of June 30, 2009, 645,889
shares of the common stock of the registrant were outstanding.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Registrant has based
these forward-looking statements on its current expectations and projections
about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about the Registrant that may cause
its actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in this Annual Report on Form
10-K and in the Registrant's other Securities and Exchange Commission filings.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
Arkson Nutraceuticals, Inc. (herein referred to as "we," "our," "us," the
"Company," or the "Registrant") was incorporated on October 2, 1998 under the
laws of the State of Delaware. The Company intended to engage in the manufacture
and sale of a broad range of proprietary natural health food supplement
products. The Company began to negotiate licenses with developers of natural
health food supplements approximately one month after incorporation. The Company
also entered negotiations with various wholesale buyers of such products and
with finance organizations. These explorations and negotiations continued at a
high level for a period of approximately two years after incorporation, and at a
slower pace for one additional year. However, no such licenses or contracts
materialized. As a result of the Company's failure to generate licenses,
contracts, or sales it operated at a loss. By June 2001 virtually all funds
raised by the sale of shares had been expended, and the Company thereafter
became dormant. From July 1, 2001 until the present, it was inactive and could
be deemed to be a so-called "shell" company, an entity which is generally
described as having no or nominal operations and with no or nominal assets or
assets consisting solely of cash and cash equivalents.
2
The Company has been seeking, and will continue to seek, potential operating
businesses and business opportunities with the intent to acquire or merge with
such businesses. Its principal purpose is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's current status of
having only nominal assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating business
opportunity, it is likely that the Company's current shareholders will
experience substantial dilution and a resultant change in control of the
Company.
Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any merger
or acquisition. Thus, in the event the Company successfully completes the
acquisition of, or merger with, an operating business opportunity, that business
opportunity must provide Form 10 level disclosure in a Form 8-K including
audited financial statements for at least the two most recent fiscal years or,
in the event the business opportunity has been in business for less than two
years, audited financial statements will be required from the period of
inception. This could limit the Company's potential target business
opportunities due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce audited
statements without substantial time and expense.
The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will in fact be able to carry on future
business activities successfully. If the Company needs cash over the ensuing 12
months in order to carry out its business activities, the Company believes that
it will be able to borrow sufficient cash from its stockholders in order to
satisfy any such immediate requirements. For this reason, the Company does not
presently anticipate having to raise any additional funds within the next 12
months or longer. In spite of being able to meet cash needs that are currently
anticipated, there can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity or property at
all, let alone one that will be of material value or benefit to the Company.
There can also be no assurance that the Company's cash needs can be indefinitely
met by cash advances from a stockholder or anyone else associated with the
Company.
As stated elsewhere herein, management plans to investigate, research and, if
justified, potentially acquire or merge with one or more businesses or business
opportunities. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Use of Form S-8 and Form 8-K by Shell Companies
Effective August 22, 2005, the Commission adopted a series of rules and rule
amendments designed to deter fraud and abuse through the use of reporting shell
companies. The most significant rule changes were as follows: (i) shell
companies are prohibited from using Form S-8 to register offerings of securities
during the period a company is defined as a shell company and for 60 days
thereafter; and (ii) upon completion of a transaction whereby a company ceases
to be a shell company, the company must file Form 10 level disclosure in a Form
8-K within four business days after completing the transaction. The changes to
the Form 8-K rules may limit the number of business opportunities that would be
interested in completing a transaction with the Company.
Sources of Business Opportunities and Risks Associated Therewith
Management of the Company intends to use various resources in the search for
potential business opportunities including, but not limited to, the Company's
officer and director, consultants, special advisors, securities broker-dealers,
venture capitalists, members of the financial community and others who may
present management with unsolicited proposals. Because of the Company's lack of
capital, it may not be able to retain on a fee basis professional firms
specializing in business acquisitions and reorganizations. Rather, the Company
will most likely have to rely on outside sources, not otherwise associated with
the Company, persons that will accept their compensation only after the Company
has finalized a successful acquisition or merger.
3
If the Company elects to engage an independent consultant, it intends to look
only to consultants that have experience in working with small public companies
in search of an appropriate business opportunity. Also, the consultant will more
than likely have experience in locating viable merger and/or acquisition
candidates and have a proven track record of finalizing such business
combinations. Further, the Company would prefer to engage a consultant that will
provide services for only nominal up-front consideration and who would be
willing to be fully compensated at the close of a business combination or
acquisition.
The Company does not intend to limit its search to any specific kind of industry
or business. The Company may investigate and ultimately acquire a venture that
is in its preliminary or development stage, is already in operation, or in
various stages of existence and development. A potential venture might need
additional capital or merely desire to have its shares publicly traded.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation.
Evaluation and Risks Associated Therewith
Once the Company has identified a particular entity as a potential acquisition
or merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. As stated in the previous section,
management may elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However, because of
the Company's lack of capital it may not have the necessary funds for a complete
an exhaustive investigation of any particular opportunity.
In evaluating such potential business opportunities, the Company will consider,
to the extent relevant to the specific opportunity, several factors including
potential benefits to the Company and its shareholders; working capital,
financial requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition; quality and
experience of management; need for further research, development or exploration;
potential for growth and expansion; potential for profits; and other factors
deemed relevant to the specific opportunity.
No assurance can be made following consummation of any acquisition or merger
that the business venture acquired or targeted will develop into a going concern
or, if the business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities made available to the
Company may involve, among other things, new and untested products, processes or
market strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger and Risks Associated Therewith
The particular manner in which the Company participates in a specific business
opportunity will depend upon the nature of that opportunity, the respective
needs and desires of the Company, on the one hand, and the respective needs and
desires of those in control of the opportunity, on the other, and, the relative
negotiating strength of the parties involved. Actual participation in a business
venture may take the form of an asset purchase, lease, joint venture, license,
partnership, stock purchase, reorganization, merger or consolidation. The
Company may act directly or indirectly through an interest in a partnership,
corporation, or other form of organization. Whatever form any business
transaction ultimately takes, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
4
Because of the Company's current situation, having only nominal assets and no
recent operating history, in the event the Company does successfully acquire or
merge with an operating business opportunity, it is likely that the Company's
present shareholders will experience substantial dilution and there will be a
probable change in control of the Company. Most likely, the owners of the
business opportunity will acquire control of the Company following such
transaction. Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather management
will attempt to negotiate the best possible agreement for the benefit of the
Company's shareholders.
Need for Additional Capital or Financing and Risks Associated Therewith
Management does not presently intend to borrow funds to compensate any persons,
consultants, promoters or affiliates in relation to the consummation of a
potential merger or acquisition. However, if the Company engages outside
advisors or consultants in its search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds. As of the date
hereof, the Company has not made any arrangements or definitive agreements to
use outside advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method available to the
Company would be the private sale of its securities. These possible private
sales would more than likely have to be to persons known by the director or
other shareholders of the Company or to venture capitalists that would be
willing to accept the substantial risks associated with investing in a company
with limited history, no current operations and nominal capital.
It is unlikely that the Company could make a public offering of securities or be
able to borrow any significant sum from either a commercial or private lender.
Management will attempt to acquire funds or financing, if necessary, on the best
available terms. However, there can be no assurance that the Company will be
able to obtain additional funding or financing when and if needed, or that such
funding, if available, can be obtained on terms reasonable or acceptable to the
Company. Although not presently anticipated, a possibility exists that the
Company would offer and sell additional securities to its existing shareholders
or their affiliates or possibly even "accredited investors."
Possible Sales of Shares by Certain Shareholders or Insiders
In the case of a future acquisition or merger, there exists a possibility that a
condition of such transaction might include the sale of shares presently held by
officers, directors, their affiliates, if any, or other insiders of the Company
to parties affiliated with or designated by the potential business opportunity.
If any such situation does arise, management is obligated to follow the
Company's Certificate of Incorporation and all applicable corporate laws in
negotiating such an arrangement. Under this scenario of a possible sale by
officers, directors and other insiders, if any, of their shares, it is unlikely
that similar terms and conditions would be offered to all other shareholders of
the Company or that the shareholders would be given the opportunity to approve
such a transaction.
Finder's, Agent's or Broker's Fees
In the event of a successful acquisition or merger, a finder's, agent's or
broker's fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of any such fee, although it is
likely that an appropriate fee will be based upon negotiations by and among the
Company, the appropriate business opportunity, and the finder or broker. Though
possible, it is unlikely that a finder's or agent's fee will be paid to an
affiliate of the Company because of the potential conflict of interest that
might result. If such a fee were paid to an affiliate, it would have to be in
such a manner so as not to compromise an affiliate's possible fiduciary duty to
the Company or to violate the doctrine of usurpation of a corporate opportunity.
Further, in the unlikely event that a finder's or agent's fee was paid to an
affiliate, the Company would likely, though not necessarily, have such an
arrangement ratified by the shareholders in an appropriate manner. It should
also be noted that finder's, agent's or broker's fees in the types of situations
involved here are frequently substantial and no assurance can be made that any
such fee would not be substantial or not entail the issuance of several million
common capital shares.
5
Potential Conflicts of Interest
Presently, it is believed to be highly unlikely that the Company will acquire or
merge with a business opportunity in which the Company's management, affiliates
or promoters, if any, have an ownership interest. Any possible related party
transaction of this type would likely have to be ratified by a disinterested
Board of Directors and possibly, by the shareholders. Whatever would happen, the
Company intends do whatever it believes is necessary to fully and completely
comply with Delaware corporate law. Management does not anticipate that the
Company will acquire or merge with any related entity or person.
Rights and Participation of Shareholders
It is presently anticipated by management that prior to consummating a possible
acquisition or merger, the Company, if required by relevant state laws and
regulations, will seek to have the transaction ratified by shareholders in the
appropriate manner.
The Board of Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best interests of the
Company to do so. Regardless of whether an action to acquire or merge is
ratified by calling and holding a formal shareholders' meeting or by written
consent, the Company intends to provide its shareholders with complete
disclosure documentation concerning a potential target business opportunity,
including appropriate audited financial statements of the target to the extent
the same can be made available at the time. It is anticipated that all of such
information will be disseminated to the shareholders either by a proxy statement
prepared in accordance with Schedule 14A promulgated under the Exchange Act in
the event that a shareholders' meeting is called and held, or by subsequent
information statement prepared in accordance with Schedule 14C promulgated under
the Exchange Act in the event the corporate action is approved by the written
consent of a majority.
Within four business days after completing a merger or acquisition transaction
where the Company ceases to be a shell company, the Company must file a Form 8-K
that provides Form 10 level disclosure.
Competition
The Company is unable to evaluate the type and extent of its likely competition.
The Company is aware that there are several other public companies with only
nominal assets that are also searching for operating businesses and other
business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's current lack of
funds and capital resources, it may be difficult to successfully compete with
these other companies.
Employees
As of the date hereof, the Company does not have any full time employees and has
no plans for retaining full time employees until such time as the Company's
business warrants the expense, or until the Company successfully acquires or
merges with an operating business. The Company may find it necessary to
periodically hire part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business the business
office of its principal shareholder, David Roff, located in Toronto, Ontario.
Although the Company has no written agreement and pays no rent for the use of
this facility, it is contemplated that at such future time as the Company
acquires or merges with an operating business, the Company will secure
commercial office space from which it will conduct its business. However, until
such time as the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of office and other
facilities that will be required is unknown. The Company has no current plans to
secure such commercial office space.
6
Industry Segments
No information is presented regarding industry segments. The Company is
presently seeking a potential acquisition of or merger with a yet known and
yet-to-be-identified business opportunity.
ITEM 2. DESCRIPTION OF PROPERTIES
Administrative operations are conducted from the offices of David Roff,
President, at 27 Chicora Ave, Toronto, Ontario, M5R 1T7. We expect to operate
for as long as possible from these offices to minimize operating expenses. We do
not currently pay rent for these offices and do not anticipate paying rent to
Mr. Roff for any such offices in the future. Our operations do not currently
require office to meet our objectives, and therefore administration from these
offices is sufficient. At some point in the future, as may be necessary to
implement and carry out our plans, we may require additional office space
requiring rental expense, but we do not anticipate any such need during the next
six to twelve months. We will however, incur common office operating expenses
such as telephone, office supplies, postage, etc.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER
(a) Market Price Information
The Registrant's common stock is quoted from time to time on the OTC-BB under
the symbol AKSN. As of July 15, 2010, there were approximately 200 registered
holders of record of the Company's Common Stock (this excludes shareholders
whose stock is held by a nominee or in "street name," because a nominee or
street name holder is counted as one registered shareholder even if a nominee is
holding stock for many shareholders). The Company believes that it has
approximately 200 shareholders when including those whose shares are held in
street name.
On June 30, 2010, there were 645,889 shares outstanding.
We have not declared any dividends since incorporation and do not anticipate
that we will do so in the foreseeable future. Although there are no restrictions
that limit the ability to pay dividends on our common shares, our intention is
to retain future earnings for use in our operations and the expansion of our
business
High Low
---- ---
YEAR ENDED JUNE 30, 2009
Quarter ended June 30, $3.00 $3.00
Quarter ended March 31, 3.00 3.00
Quarter ended December 31, 3.00 0.30
Quarter ended September 30, 0.30 0.30
YEAR ENDED JUNE 30, 2010
Quarter ended June 30, $0.30 $0.30
Quarter ended March 31, 0.30 0.30
Quarter ended December 31, 0.30 0.30
Quarter ended September 30, 0.30 0.30
7
Recent Sales of Unregistered Securities
None.
Equity Compensation Plans
We have no equity compensation plans at June 30, 2010.
ITEM 6. SELECTED FINANCIAL DATA
Not required for small business.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE COMPANY FOR THE YEAR ENDED JUNE 30, 2010 SHOULD BE READ IN CONJUNCTION WITH
THE COMPANY'S FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED
ELSEWHERE IN THIS FORM 10-K
OVERVIEW
Arkson Neutraceuticals was incorporated on October 2, 1998 under the laws of the
State of Delaware. The Company intended to engage in the manufacture and sale of
a broad range of proprietary natural health food supplement products. By June
2001 virtually all funds raised by the sale of shares had been expended, and the
Company thereafter became dormant. The Company is now considered a "shell
company" as it has no or nominal operations.
The Company has been seeking, and will continue to seek, potential operating
businesses and business opportunities with the intent to acquire or merge with
such businesses. The Company principal purpose is to locate and consummate a
merger or acquisition with a private entity. Because of the Company's current
status of having only nominal assets in the event the Company does successfully
acquire or merge with an operating business opportunity, it is likely that the
Company's current shareholders will experience substantial dilution and a
resultant change in control of the Company.
Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any merger
or acquisition. Thus, in the event the Company successfully completes the
acquisition of, or merger with, an operating business opportunity, that business
opportunity must provide Form 10 level disclosure in a Form 8-K including
audited financial statements for at least the two most recent fiscal years or,
in the event the business opportunity has been in business for less than two
years, audited financial statements will be required from the period of
inception. This could limit the Company's potential target business
opportunities due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce audited
statements without substantial time and expense.
8
The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will in fact be able to carry on future
business activities successfully. If the Company needs cash over the ensuing 12
months in order to carry out its business activities, the Company believes that
it will be able to borrow sufficient cash from its stockholders in order to
satisfy any such immediate requirements. For this reason, the Company does not
presently anticipate having to raise any additional funds within the next 12
months or longer. In spite of being able to meet cash needs that are currently
anticipated, there can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity or property at
all, let alone one that will be of material value or benefit to the Company.
There can also be no assurance that the Company's cash needs can be indefinitely
met by cash advances from a stockholder or anyone else associated with the
Company.
As stated elsewhere herein, management plans to investigate, research and, if
justified, potentially acquire or merge with one or more businesses or business
opportunities. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Results of Operations
REVENUE: We have generated no revenues from our continuing operations for the
years ended June 30, 2010 and 2009.
COMMON SHARES: During the year end June 30, 2010 no shares were issued.
No other shares, warrants or options were issued in the most recent fiscal year.
EXPENSES
SUMMARY
GENERAL AND ADMINISTRATIVE: Arkson spent $9,390 general and administrative costs
in the year ended June 30, 2010 while $2,600 in such costs were incurred in the
year ended June 30, 2009.
LIQUIDITY AND CAPITAL RESOURCES
Since discontinuing its former business operations on July 1, 2001, the
Registrant has neither engaged in any operations nor generated any revenues.
While we are dependent upon interim funding provided by Management to pay
professional fees and expenses, we have no written finance agreement with
Management to provide any continued funding. However, we may need to raise
additional funds through a private offering of debt or equity securities if
additional administrative funds are required to consummate a business
combination that is presented to us. We have no agreements to issue any debt or
equity securities and cannot predict whether equity or debt financing will
become available at terms acceptable to us, if at all.
At June 30, 2010, we had no assets and had liabilities of $24,496.
There are no limitations in the Company's articles of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted stock to effect a business combination. The Company's limited
resources and lack of having cash-generating business operations may make it
difficult to borrow funds or raise capital. The Company's inability to borrow
funds or raise funds through the issuance of restricted capital stock required
to effect or facilitate a business combination may have a material adverse
effect on the Company's financial condition and future prospects, including the
ability to complete a business combination. To the extent that debt financing
ultimately proves to be available, any borrowing will subject us to various
risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of any future cash flow to pay
principal and interest, including debt of an acquired business.
9
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2010, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
Exchange Act of 1934.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
As of June 30, 2010 we did not have any contractual obligations.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are described in the notes to our financial
statements included elsewhere in this annual report.
ITEM 8. FINANCIAL STATEMENTS
Stan J.H. Lee, CPA
2160 North Central Rd. Suite 203 Fort Lee NJ 07024
P.O. Box 436402 San Ysidro CA 92143
619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com
Report of Independent Registered Public Accounting Firm
--------------------------------------------------------------------------------
To the Board of Directors
Arkson Nutraceuticals Corp.
We have audited the accompanying balance sheets of Arkson Nutraceuticals Corp.
as of June 30, 2010 and the related statements of operations, changes in
shareholders' equity and cash flows for the fiscal years then ended and for the
period from October 2, 1998 (inception) through June 30, 2010. 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Arkson Nutraceuticals Corp. as
of June 30, 2010 and the results of their operations and its cash flows for the
fiscal years then ended and for the period from October 2, 1998 (inception)
through June 30, 2010 in conformity with U.S. generally accepted accounting
principles
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in the notes to the financial
statements, the Company's results of operations and lack of liquidity raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Stan J.H. Lee, CPA
-----------------------
Stan J.H. Lee, CPA
August 13, 2010
Fort Lee, NJ 07024
10
ARKSON NEUTRACEUTICALS CORP.
Balance Sheets
June 30, June 30,
2010 2009
------------- --------------
Assets
Cash $ -- $ --
------------- --------------
Total current assets -- --
------------- --------------
Total assets $ -- $ --
============= ==============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts Payable and accrued expenses $ 3,070 $ 2,500
Note payable - related party -- 11,606
Note payable 12,606 1,000
Shareholder loan 8,820 --
------------- --------------
Total current liabilities 24,496 15,106
============= ==============
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $.001 par value,
50,000,000 shares authorized, none
issued or outstanding -- --
Common stock, $.0001 par value;
200,000,000 shares authorized,
authorized, 645,889 shares issued and
outstanding respectively 155 155
Additional paid-in capital 126,225 126,225
Retained earnings -- --
Deficit accumulated during development stage (150,876) (141,486)
------------- --------------
Total stockholders' equity (deficit) (24,496) (15,106)
------------- --------------
Total liabilities and stockholders'
equity (deficit) $ -- $ --
============= ==============
The accompanying notes are an integral part of these financial statements
11
ARKSON NEUTRACEUTICALS CORP.
Statements of Operations
October 2,
1998
(Inception)
Twelve-Month Period Ended Through
June 30, June 30,
2010 2009 2010
------------- ------------- --------------
Revenue -- -- --
------------- ------------- --------------
Operating expenses:
Advertising -- -- 2,198
Bank Charges and Expense -- -- 1,102
Dues, subscription and
membership -- -- 1,005
Miscellaneous expenses 100 152
Office expense 2,037 -- 3,453
Professional expense 7,353 2,500 99,501
Rent -- -- 27,796
Travel and entertainment -- -- 15,893
------------- ------------- --------------
Total operating expenses $ 9,390 $ 2,600 151,100
------------- ------------- --------------
Operating income (Loss) (9,390) (2,600) (151,100)
------------- ------------- --------------
Other income (Expense) -- -- 290
Interest Income -- -- 194
------------- ------------- --------------
Other income -- -- 484
Income tax
Current income tax -- -- (260)
Income tax benefit -- -- --
------------- ------------- --------------
Net income (Loss) (9,390) (2,600) (150,876)
============= ============= ==============
Basic and diluted loss per share $ (0.01) $ (0.00)
============= =============
Basic and diluted weighted average
common shares outstanding 645,889 645,889
============= =============
Diluted weighted average common
shares outstanding 645,889 645,889
============= =============
The accompanying notes are an integral part of these financial statements
12
ARKSON NEUTRACEUTICALS CORP.
(A Development Stage Company)
Statements of Comprehensive Income (Loss)
October 2,
1998
(Inception)
For the Year Ended Through
June 30, June 30,
2010 2009 2010
------------- ------------- --------------
Loss for the Year $ (9,390) $ (2,600) $ (150,876)
Other Comprehensive Income (Loss)
Foreign currency translation
adjustments -- -- --
------------- ------------- --------------
Comprehensive Loss $ (9,390) $ (2,600) $ (150,876)
------------- ------------- --------------
The accompanying notes are an integral part of these financial statements
13
ARKSON NEUTRACEUTICALS CORP.
Statements of Changes in Stockholders Equity (Deficit)
Additional Total
Common Stock Paid-In Accumulated Stockholders
Shares Par Value Capital Deficit Equity
------------- ------------- -------------- -------------- ---------------
Common stock issued for services 462,500 $ 46 $ (45) $ 0 $ 0
Common stock issued for cash
at $.01 30,000 1 5,999 6,000
Common stock issued for cash at
$.05 50,000 4 49,996 50,000
Net loss for year Ended Dec. 31,
1998 (37,878) (37,878)
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 1998 542,500 50 55,950 (37,878) 18,122
Common stock issued for cash at
$1.00 800 0 16,000 16,000
Net loss for year ended Dec. 31,
1999 (25,424) (25,424)
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 1999 543,300 50 71,950 (63,302) 8,689
Common stock issued for services 89 0 1,780 1,780
Common stock issued for cash at
$1.00 2,500 5 49,995 50,000
Net loss for year ended Dec. 31,
2000 (48,070) (48,070)
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2000 545,889 55 123,725 (111,372) 12,408
Net loss for year ended Dec. 31,
2001 (11,395) (11,395)
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2001 545,889 55 123,725 (122,768) 1,012
Net loss for year ended Dec. 31,
2002 (8,453) (8,453)
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2002 545,889 55 123,725 (131,221) (7,441)
Net loss for year ended Dec. 31,
2003 (165) (165)
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2003 545,889 55 123,725 (131,386) (7,606)
Net loss for year ended Dec. 31,
2004 --
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2004 545,889 55 123,725 (131,386) (7,606)
Net loss for year ended Dec. 31,
2005 --
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2005 545,889 55 123,725 (122,768) (7,606)
Net loss for year ended Dec. 31,
2006 --
------------- ------------- -------------- -------------- ---------------
Balance, Dec. 31, 2006 545,889 55 123,725 (131,386) (7,606)
Common stock issued for services 39,000,000 3,900 (3,900)
Common stock cancelled (39,000,000) (3,900) 3,900
Net loss for year ended June 30,
2007 (5,000) (5,000)
------------- ------------- -------------- -------------- ---------------
Balance at June 30, 2007 545,889 55 123,725 (136,386) (12,606)
Common stock issued for services -- -- --
Expenses paid for by controlling
shareholder 2,500 2,500
Net loss for the year ended
June 30, 2008 (2,500) (2,500)
------------- ------------- -------------- -------------- ---------------
Balance at June 30, 2008 545,889 55 126,225 (138,886) (12,606)
Common stock issued 100,000 100 100
Net loss for the year ended
June 30, 2009 (2,600) (2,600)
------------- ------------- -------------- -------------- ---------------
Balance at June 30, 2009 645,889 155 126,225 (141,486) (15,106)
Net loss for the year ended
June 30, 2010 (9,390)
------------- ------------- -------------- -------------- ---------------
Balance at June 30, 2010 645,889 155 126,225 (150,876) (15,106)
============= ============= ============== ============== ===============
All of the above per share amounts have been restated from inception for the 1 for 20 reverse stock split.
The accompanying notes are an integral part of these financial statements
14
ARKSON NEUTRACEUTICALS CORP.
Statements of Cash Flows
October 2,
1998
(Inception)
For the Year Ended Through
June 30, June 30,
2010 2009 2010
------------- ------------- --------------
Cash flows from operating
activities:
Net loss $ (9,390) $ (2,600) $ (150,876)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Increase in accrued expenses -- 2,500 2,500
Increase in accounts payable 570
------------- ------------- --------------
Net cash provided by
(used in) operations (8,820) (100) (147,806)
Cash flows from (used in)
investing activities:
------------- ------------- --------------
Net cash used in
investing activities -- -- --
------------- ------------- --------------
Cash flows from financing
activities:
Loan from officer/shareholder 8,820 -- (33,564)
Loan from related party -- -- 54,990
Expenses paid by controlling
shareholders as --
paid in capital -- -- 2,500
Issuance of common stock -- 100 123,880
------------- ------------- --------------
Net cash provided by
financing activities 8,820 100 147,806
------------- ------------- --------------
Net change in cash -- -- --
Cash, beginning of period -- -- --
------------- ------------- --------------
Cash, end of period $ -- $ -- $ --
============= ============= ==============
Supplemental disclosure of
cash flow information:
Interest paid $ -- $ -- $ --
============= ============= ==============
Income taxes paid $ -- $ -- $
============= ============= ==============
The accompanying notes are an integral part of these financial statements
15
ARKSON NEUTRACEUTICALS CORP.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2010 and 2009
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Arkson Neutraceuticals Corp. (the "Company"), was incorporated in the state of
Delaware on October 2, 1998. The Company was organized to manufacture and sell a
broad range of natural health food supplements. The Company currently has no
operations is considered a development stage enterprise.
Its activities to date have been limited to capital formation, organization,
development of its business plan, and discussions with representatives of
private label manufacturers and wholesale buyers of natural supplements.
The Company adopted June 30 as its accounting fiscal year.
The significant accounting policies followed are:
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers cash
instruments with original maturities of less than three months to be cash
equivalents.
START-UP COSTS
Costs of start-up activities, including organization costs, are expensed as
incurred, in accordance with Statement of Position (SOP) 98-5.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the consolidated financial
statements carrying amounts of existing assets and liabilities and their
respective income tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized as income in the period that included the enactment date. Due to the
Company's continued losses, the Company has placed a full valuation allowance
against the deferred tax asset.
The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income
Taxes" (ASC 740-10), on July 1, 2009. The Company has not recognized a liability
as a result of the implementation of ASC 740-10. A reconciliation of the
beginning and ending amount of unrecognized tax benefits has not been provided
since there is no unrecognized benefit since the date of adoption. The Company
has not recognized interest expense or penalties as a result of the
implementation of ASC 740-10. If there were an unrecognized tax benefit, the
Company would recognize interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.
16
USE OF ESTIMATES
The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the periods presented. Actual results
may differ significantly from those estimates.
FAIR VALUES OF FINANCIAL INSTRUMENTS
In September 2006, the Financial Accounting Standards Board (FASB) introduced a
framework for measuring fair value and expanded required disclosure about fair
value measurements of assets and liabilities. The Company adopted the standard
for those financial assets and liabilities as of the beginning of the 2008
fiscal year and the impact of adoption was not significant. FASB Accounting
Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC
820) defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair
value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable
inputs) and (2) an entity's own assumptions about market participant assumptions
developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,
which gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy are
described below:
o Level 1 - Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted
assets or liabilities.
o Level 2 - Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or
similar assets or liabilities in markets that are not active; inputs
other than quoted prices that are observable for the asset or
liability (e.g., interest rates); and inputs that are derived
principally from or corroborated by observable market data by
correlation or other means.
o Level 3 - Inputs that are both significant to the fair value
measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of February 28, 2010. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values due to the short-term nature of these
instruments. These financial instruments include accounts receivable, other
current assets, accounts payable, accrued compensation and accrued expenses. The
fair value of the Company's notes payable is estimated based on current rates
that would be available for debt of similar terms which is not significantly
different from its stated value.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures ("ASU 2010-06"). This standard updates FASB ASC 820, Fair Value
Measurements ("ASC 820"). ASU 2010-06 requires additional disclosures about fair
value measurements including transfers in and out of Levels 1 and 2 and separate
disclosures about purchases, sales, issuances, and settlements relating to Level
3 measurements. It also clarifies existing fair value disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The standard is effective for interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements which is effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years. The Company adopted ASU 2010-06 on March 1, 2010, which is not expected
to have a material impact on the financial statements.
17
STOCK-BASED COMPENSATION
The Company recognizes all share-based payments to employees, including grants
of employee stock options, as compensation expense in the financial statements
based on their fair values. That expense will be recognized over the period
during which an employee is required to provide services in exchange for the
award, known as the requisite service period (usually the vesting period).
The Company accounts for stock based compensation awards issued to non-employees
for services and financing arrangements, as prescribed by FASB ASC 505-50,
Equity-Based Payments to Non-Employees, at either the fair value of the services
rendered or the instruments issued in exchange for such services, whichever is
more readily determinable. The fair value of common stock issued for services is
based on the closing stock price on the date the common stock was issued.
NEW ACCOUNTING PRONOUNCEMENTS - IMPACT OF NEW ACCOUNTING STANDARDS
Other recent accounting pronouncements issued by the FASB (including its EITF),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.
NOTE 2 - STOCKHOLDERS' EQUITY
COMMON STOCK
The Company has authorized fifty million (50,000,000) shares of common stock,
having one hundredth of a cent ($0.0001) par value per share. On October 2, 1998
the Company issued a total of 9,250,000 shares to its three founders for
services rendered in connection with the organization of the Company. Also in
1998 the Company issued 600,000 shares of common stock for cash, net of offering
costs, in the amount of $6,000. Also in 1998 the Company issued 1,000,000 shares
of common stock for cash, net of offering costs, in the amount of $50,000.
In 1999 the Company issued 16,000 shares of common stock for cash, net of
offering costs, in the amount of $16,000.
In 2000 the Company issued 50,000 shares of common stock for cash, net of
offering costs, in the amount of $50,000, and also issued 1,780 shares for
services valued at $1,780. As a result of these and the above described
issuances, there were a total of 10,917,780 shares of common stock issued and
outstanding at the end of 2000.
From 2000 through the fiscal year ended June 30, 2006, the Company did not issue
or cancel any stock. There were 10,917,780 shares of common stock issued and
outstanding at June 30, 2006.
During the fiscal year ending June 30, 2007 the Company voted to issue
39,000,000 shares of common stock to an officer for services, and then voted to
rescind that issuance.
On August 6, 2008 the Company completed a 1 for 20 reverse stock split. After
the reverse stock split the company had 545,889 common shares outstanding. The
company issued 100,000 common shares to Robert Auduon in the fourth quarter of
2009. The Company currently has 645,889 common shares outstanding as of June 30,
2010 and 645,889, June 30, 2009.
PREFERRED STOCK
The company is authorized to issued fifty million (50,000,000) shares of
preferred stock at $0.001 par value. There are no shares of preferred stock
issued or outstanding as of June 30, 2010 or 2009.
18
NOTE 3 - NOTES
June 30,
2010
--------------
Notes payable shareholder
Notes payable, originally at 10 % interest per annum
and all accrued interest to date forgiven, agreement
date - May 26, 2007, maturity date - November 26, 2007 $ 5,000
Notes payable, originally at 10 % interest per annum
and all accrued interest to date forgiven, agreement
date - September 29, 2007, maturity date - March 29, 2008 6,606
Notes payable, originally at 10 % interest per annum
and all accrued interest to date forgiven, agreement
date - September 11, 2005, maturity date - March 11, 2006 $ 1,000
--------------
$ 12,606
==============
All notes provides default clause under which the note holder can demand
immediate payment with interest on default and option to convert at a price of
$0.001 per share equivalent of the amount owning at the time of conversion. As
of the date of financial statement, note holder has not demanded payment or
exercised on the conversion option. Note holder has also forgiven the interest
accrued to date.
NOTE 4 - EARNINGS PER SHARE
The computations of earnings per share for the years ended June 30, 2010 and
2009 were as follows:
Year Ended
June 30,
2010 2009
------------- --------------
Loss per common share, basic
Numerator
Net Loss $ (9,390) $ (2,600)
Denominator
Weighted-average shares 645,889 645,889
Loss per common share $ (0.01) $ (0.00)
For the years ended June 30, 2010 and 2009, there were 12,606,000 shares
issuable based on the terms of convertible notes for $12,606 due to an officer
of the Company. Therefore, diluted earnings (loss) per share for the year ended
June 30, 2010 were approximately $(0.00) per share. For the year ended June 30,
2009 diluted earnings (loss) were $0 per share.
NOTE 5 - INCOME TAXES
At June 30, 2010, the Company has a net operating loss carryforward for tax
purposes of approximately $150,876 which expires through the year 2020. The
Internal Revenue Code contains provisions which may limit the loss carryforward
available if significant changes in stockholder ownership of the Company occur.
There was no income and no provisions for income taxes for the years ended June
30, 2010 and 2009.
19
NOTE 6 - RELATED PARTY TRANSACTIONS
An officer and director of the Company has loaned the Company $8,820. There are
no fixed terms of repayment.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's financial position and
operating results raise substantial doubt about the Company's ability to
continue. The Company has had no operating revenue since inception and has
currently no operating business.
The ability of the Company to continue as a going concern is dependent upon
developing sales and obtaining additional capital and financing. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
NOTE 8 - SUBSEQUENT EVENT
None
NOTE 9 - COMMITMENT AND CONTINGENCY
There is no commitment or contingency to disclose during the years ended June
30, 2010 and 2009.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9-A. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
The Company's management, including its Chief Executive Officer, who is its
principal executive officer, completed an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act") as of the end of the period covered by
this Form 10-K. Disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the SEC rules and forms, and that such
information is accumulated and communicated to management, including the
President and Chief Executive Officer, as appropriate, to allow timely decisions
regarding required disclosures. Based on that evaluation, the Company's Chief
Executive Officer concluded that the Company's disclosure controls and
procedures, as of the end of the fiscal year covered by this Form 10-K, were
effective.
Our management, including our principal executive officer and principal
financial officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of June 30, 2010 and concluded that
the disclosure controls and procedures were effective.
(b) Management's Annual Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act and for assessing the effectiveness of
internal control over financial reporting. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. In addition, projections of any evaluation of effectiveness of
internal control over financial reporting 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.
21
Our management, including our principal executive officer and principal
accounting officer, conducted an evaluation of the effectiveness of our internal
control over financial reporting using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control--Integrated Framework.
Based on its evaluation, our management concluded that there is no material
weakness in our internal control over financial reporting and the internal
controls over financial reporting were effective.
This report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
This Annual Report on Form 10-K does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to rules of the SEC that
permit the Company to provide only management's report in this Annual Report on
Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting
during the year ending June 30, 2010 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 9-B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH
SECTION 16(A)
All directors of our company hold office until the next annual general meeting
of the shareholders or until their successors are elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their earlier death, retirement, resignation or removal.
Our directors, executive officers and other significant employees, their ages,
positions held and duration each person has held that position, are as follows:
22
Name Position Held with the Age Date First Elected
Corporation / Appointed
================ =========================== ===== ========================
David Roff President, Secretary, 39 2009
Treasurer and Director
---------------- --------------------------- ----- ------------------------
Business Experience
The following is a brief account of the education and business experience of
each director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.
Mr. David Roff is the co-president of Brave Consulting, a private consulting
and investment corporation and has held this position since 2001. Mr. Roff has
extensive experience working with small cap public companies for over ten years.
Prior to that, Mr. Roff was a management consultant for Coopers & Lybrand
Consulting where he advised large financial institutions, investment fund
complexes and other organizations on technology and internal control strategies.
He was the former President and Sole Director of Deep Well from September 10,
2003 until February 6, 2004. Mr. Roff is on the board of Directors of Deep Well
Oil & Gas, (DWOG-PK) and Hudson's Grill International (HGII-PK). Mr. Roff is a
Chartered Accountant with a B.A. degree from the University of Western Ontario.
Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other
minor offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended, or vacated.
Arkson does not have any committees of the board of directors at this time. The
board of directors does not have a nominations committee because there is one
director and shareholder suggestions would be known to the entire board. As
such, the board of directors believes there will be sufficient communication by
shareholders with the board about matters and nominees to be brought to its
attention.
Audit Committee
Arkson's sole director functions as an audit committee and performs some of the
same functions as an audit committee including: (1) selection and oversight of
the Company's independent accountant; and (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters. Accordingly, the board of directors believes that
its director has the sufficient knowledge and experience necessary to fulfill
the duties and obligations that an audit committee would have. David Roff has
been designated as our qualified financial expert
Corporate Governance
There have been no material changes to the procedures by which security holders
may recommend nominees to our board of directors.
Code of Ethics
We have not adopted a Code of Business Conduct and Ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions because we are
not a member of any exchange that would require such a code.
23
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the
Securities and Exchange Commission regulations to furnish our company with
copies of all Section 16(a) reports they file. To the best of our knowledge, all
executive officers, directors and greater than 10% shareholders filed the
required reports in a timely manner, with the exception of the following: (n/a).
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning all compensation paid or
accrued by us to our President and Chief Executive Officer, during the fiscal
year ended June 30, 2010. None of the officer receives compensation in excess of
$100,000 per year.
Long-Term
Name and Annual Compensation Compensation Awards
Principal Fiscal Stock Options All Other
Position Year Salary Bonus Granted Compensation
-------------------------------------------------------------------------------
David Roff 2009 $0 -- -- --
President 2010 $0 -- -- --
Robert Auduon 2009 $0 -- -- --
President
Agatha Auduon 2009 $0 -- -- --
CFO
Stock Option Grants
No stock options were granted during the fiscal year ended June 30, 2010 or June
30, 2009.
Options Exercised and Year-End Option Values
The following table sets forth certain information regarding the value of
unexercised options held by the named executive officer as of June 30, 2010.
Fiscal Year-End Option Values(1)
Shares Value
Acquired Realized Number of Shares Value of Unexercised
upon From Underlying Unexercised In-the-Money Options
Exercise Exercise Options at December 31, 2008 at December 31, 2008
Name of Options Of Options Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------
David Roff -- -- -- -- $ -- $ --
Stock Option Plan
The company has no stock option plan.
Compensation of Directors
The Company does not pay any compensation to directors.
24
Director Compensation
Fees Nonqualified
earned Non-equity deferred
or paid Stock Option incentive plan compensation All other
in cash awards awards compensation earnings compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
David Roff $0 -- -- --- --- --- $0
\
Employment Agreements
We have no employment agreements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July , 2010, certain information with
respect to the beneficial ownership of our common shares by each shareholder
known to us to be the beneficial owner of 5% of our common shares, and by each
of our officers and directors. Each person has sole voting power with respect to
the common shares, except as otherwise indicated. Beneficial ownership consists
of a direct interest in the common shares, except as otherwise indicated.
Name and Address Amount and Nature
of Beneficial of Beneficial Percentage
Owner Ownership of Class(1)
============================================================
David Roff 325,000 Direct 50.03%
Robert Auduon 39,730 6.15%
Agatha Auduon 68,000 10.53%
David Lo 100,000 15.48%
Directors and Officers 325,000 Direct 50.03%
(as a group)
(1) Based on 645,889 shares outstanding as of June 30, 2010 and, as to a
specific person, shares issuable pursuant to the conversion or
exercise, as the case may be, of currently exercisable or
convertible debentures, share purchase warrants and stock options
within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two fiscal years, to the knowledge of the Registrant, there was
no person who had or has a direct or indirect material interest in any
transaction or proposed transaction to which the Registrant was or is a party.
Item 14. Principal Accounting Fees and Services
The following table presents fees for professional services rendered by Stan
J.H. Lee for the audit of the Company's financial statements as of the year end
June 30, 2010 and June 30, 2009 and fees billed for other services rendered by
Stan J. H. Lee during those periods.
25
Years Ended
2010 2009
-------------- -------------
Audit Fees $ 5,500 $ 2,500
Audit Related Fees $ - $ -
Tax Fees $ - $ -
All other Fees $ - $ -
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
a) The following documents are filed as exhibits to this report on Form 10-K or
incorporated by reference herein. Any document incorporated by reference is
identified by a parenthetical reference to the SEC filing that included such
document.
Exhibit No. Description
----------- -----------
31.1 Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the
Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
14C Incorporated by reference. Filed July 16, 2008. (File # 08955524)
b) Reports on Form 8-K During the Last Quarter of the Fiscal Year Covered by
this Report:
None.
SIGNATURES
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 date indicated.
Dated: August 26, 2010 /s/ David Roff
---------------------------
David Roff
CEO, CFO and Director
(Principal Executive Officer)
26
-------------------------------------------------------------------------------
