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EX-31.1 - EXHIBIT 31.1 - Claire Coast CORPclaircost10k93009x31_9152010.htm
EX-32.1 - EXHIBIT 32.1 - Claire Coast CORPclaircost10k93009x32_9152010.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
(Mark One)
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended September 30, 2009

 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
 
For the transition period from _____  to _____
 
Commission file number 000-51585
 
CLAIRE COAST CORPORATION
(Name of small business issuer in its charter)
     
Nevada
 
84-1397708
(State or other jurisdiction ofincorporation or organization)
 
(I.R.S. EmployerIdentification No.)
 
3011 Yamato Rd, A-17
Boca Raton, FL
(Address of principal executive offices)
 
33434
(Zip Code)
 
Issuer’s telephone number:(561) 988-9662
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
 
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 Per Share

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 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 [   ]

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 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. [X]

 Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [  ]
Accelerated filer [  ]
Non-accelerated filer     [  ]
Smaller reporting company [X]

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

Of the 1,076,250 shares of voting stock of the registrant issued and outstanding as of September 30, 2009, 276,250 shares were held by non-affiliates. The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the purchase price of the control block completed on September 30, 2006: $34,531.
 
Transitional Small Business Disclosure Format (check one):  Yes [ ]    No [X]
 

DOCUMENTS INCORPORATED BY REFERENCE

None
 
 
 
 

 
 
 

 
TABLE OF CONTENTS

 
PART I
  Page
   
     Item 1. Business
3
   
    Item 1A. Risk Factors
5
   
     Item 2. Properties
7
   
     Item 3. Legal Proceedings
7
   
   Item 4. Submission of Matters to a Vote of Security Holders
7
   
PART II
 
   
      Item 5. Market for Common Equity, Related Stockholder Matters 
8
   
      Item 6. Selected Financial Data
8
   
      Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
8
   
      Item 8. Financial Statements and Supplementary Data
13
   
      Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
14
   
      Item 9A. Controls and Procedures
14
   
      Item 9B. Other Information
15
      
 
PART III
 
   
     Item 10. Directors, Executive Officers and Corporate Governance
15
   
     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
19
   
PART IV
 
   
    Item 15. Exhibits, Report 8-K and Financial Statement Schedules
20
   
Financial Statements
F-1 to F-9
   
Signatures
21



 
 
- 2 -

 
 
PART I
 
 
The following discussion should be read in conjunction with the Company’s audited financial statements and notes thereto and Item 6 included herein. In connection with, and because the Company desires to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company’s behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.
 

Item 1. Description of Business
 
(a) Business Development
 
Claire Coast Corporation (the "Company" or the "Registrant"), is a Nevada corporation. We were organized under the laws of the State of Colorado on September 1, 2005 to engage in any lawful corporate undertaking, including selected mergers and acquisitions. We reincorporated under the laws of the State of Nevada on December 27, 2007.
 
Our only activity to date has been to attempt to locate and negotiate with a business entity for the merger of that target company into our Company. We are now also evaluating proposals for start-up entities as well as investments/loans in/to private companies for a greater than normal return because of a higher level of risk involved.
 
Unless the  context  indicates  otherwise,  references  hereinafter  to the "Company",  "we",  "us" or "Claire Coast"  include Claire Coast Corporation,  a Colorado corporation.  Our principal  place of business is 3011 Yamato Rd, A-17, Boca Raton, Florida 33434, and our telephone number at that address is (561) 988-9662.
 

 

 
- 3 -

 

(b) Business of the Company
 
     The Company is a start-up, development  stage  company and has not yet generated or realized any  revenues  from  business  operations.  The  Company's business strategy focused on locating a reverse merger candidate. In 2007 the Company decided to expand this business plan and seek different plans that are for start-up types of entities with sound plans or simple investments/loans in/to private companies that also have sound operations/plans but are in need of capital and which present better than average rates of return on such investment/loan. The  Company's  auditors  have issued a going concern  opinion in our audited  financial  statements for the fiscal year ended September 30, 2009. This means that our auditors  believe there is doubt that the Company can continue as an on-going  business for the next twelve  months unless it obtains  additional capital to pay its bills. This is because the Company has not  generated  any  revenues and no revenues  are  anticipated  until it begins removing and selling minerals. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible  transactions  with strategic or joint venture partners.  In the event we raise cash, we will likely use such funds to develop an new business plan, which is as yet undetermined We do not  plan at this time to use any capital raised for the purchase or sale of any plant or  significant equipment. In February 2007, the Company entered into a promissory note with a third party, convertible into common stock at the discretion of the lender, for $1,000,000, to be invested at the rate of $100,000 per month upon the Company either entering into an agreement for a reverse merger or the Company adopting and beginning a viable business plan. Consequently, there is substantial doubt about the Company's ability to continue as a going concern, notwithstanding this funding just described. In December 2009, the holder of the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock effective upon the Company amending its articles of incorporation to authorize preferred stock.
 
The following  discussion and analysis  should be read in  conjunction  with the financial  statements  of the  Company  and  the  accompanying  notes  appearing subsequently under the caption "Financial Statements."
 
Employees
 
As of September 30, 2009, the Company employed no full time and no part time employees.  None of the Company's employees are represented by labor unions.  The Company believes its relationship with employees is excellent and does not believe that unionization is likely to happen.  We anticipate hiring additional employees over the next twelve months if we are successful in implementing  a new plan of operations.
 
Available Information
 
Information regarding the Company's annual reports on Form 10-K (or 10-KSB), quarterly reports on Form 10-Q (or 10-QSB), current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission.  Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
 

 
- 4 -

 


 
Item 1A. Risk Factors
 
You should consider each of the following risk factors and any other information set forth in this Form 10-K and the other Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company’s business and financial condition, results or prospects could be harmed.
 
Risks Associated With the Company’s Prospective Business And Operations
 
The Company lacks meaningful operating history and will require substantial capital if it is to be successful. We will require additional funds for our operations.
 
The Company has a very limited  operating  history upon which an evaluation of its future success or failure can be made. At this stage in the Company's  development,  it  cannot  be  predicted  how much  financing  will be required to accomplish its objectives.
 
The  Company  needs  to  raise funds  in  order  to initiate any business plan and cover  operating deficits for the  foreseeable  future.  The Company  presently  does not have any revenues,   nor  does  it  anticipate  operating  income  in  the  near  future. No assurances can be given that the Company will be able to obtain the necessary  funding remain in  operation.  The  inability to raise  additional  funds will have a material  adverse  affect  on the  Company's  business,  plan of  operation  and prospects.
 
The Company's success is dependent upon a limited number of people.
 
The Company's business will be harmed if it is unable to manage growth.
 
The  Company's  business may  experience  periods of rapid growth that will place  significant   demands  on  its  managerial,   operational  and  financial resources. In order to manage this possible growth, the Company must continue to improve  and  expand its  management,  operational  and  financial  systems  and controls. The Company will need to expand,  train and manage its employee base. No assurances  can be given that the Company will be able to timely and effectively meet such demands. The Company's officers and directors may have conflicts of interest and do not devote full time to the  Company's  operations. In addition,  the Company's  officers do not devote full time to the Company's  operations.  Until such time that the Company can afford executive  compensation  commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially  able to engage its officers on a full time basis.
 

 
- 5 -

 


Increased Costs Could Affect Profitability
 
Costs frequently are subject to variation from one year to the next due to a number of factors.  A material increase in costs at any significant level could have a significant effect on the Company's profitability.
 
Government  regulation or changes in such  regulation may adversely  affect the Company's business.
 
The Company has and will, in the future,  engage  experts to assist it with respect to its  operations.  No assurances can be given  that it will be  successful  in its  efforts. Uncertainty and new regulations and rules could increase the Company's cost of doing business or prevent it from conducting its business.
 
Occurrence  of Events for Which We Are Not  Insured May Affect Our Cash Flow and Overall Profitability
 
The Company does not maintain insurance policies to protect against certain risks related to our  operations  because of the high premiums  associated  with insuring those risks. In other cases, insurance may not be available for certain risks. The Company does not maintain  insurance policies against political risk. The  occurrence  of events for which the  Company is not  insured may affect our cash flow and overall profitability.
 
Risks Related to the Company’s Common Stock
 
The Company does not expect to pay dividends in the foreseeable future. The Company has never paid cash dividends on its common stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.
 
“Penny stock” rules may make buying or selling the common stock difficult and severely limit their market and liquidity. Trading in the Company’s common stock is subject to certain regulations adopted by the SEC commonly known as the “Penny Stock Rules”. The Company’s common stock qualifies as penny stock and is covered by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional sales practice requirements on broker/dealers who sell the Company’s common stock in the market. The “Penny Stock” rules govern how broker/dealers can deal with their clients and “penny stock”. For sales of the Company’s common stock, the broker/dealer must make a special suitability determination and receive from clients a written agreement prior to making a sale. The additional burdens imposed upon broker/dealers by the “penny stock” rules may discourage broker/dealers from effecting transactions in the Company’s common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling Echo common stock and may cause the price of the common stock to decline.
 

 
- 6 -

 


 
Although eligible to be publicly traded, the Company's common stock has substantially less liquidity  than the average  trading market for a stock quoted on other national exchanges,  and our price may fluctuate dramatically in the future, once we begin trading. Although the Company's common stock is eligible to be listed for trading on the Over-the-Counter  Electronic Bulletin Board,  the trading market in the common stock has  substantially  less liquidity than the average trading market for companies quoted on other national stock exchanges.  A public trading market having the desired  characteristics of depth,  liquidity and orderliness  depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time.  This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control.  Due to limited  trading  volume,  the market price of the Company's  common stock may fluctuate  significantly  in the future,  and these  fluctuations may be unrelated to the Company's  performance. General market price  declines or overall market  volatility in the future could adversely affect the price of the Company's common stock, and the current market price may not be indicative of future market prices.
 
 
Item 2. Description of Property
 
The Company’s current executive offices are at 3011 Yamato Rd., Suite A-17, Boca Raton, Florida 33424.  The property consists of approximately 100 square feet of finished office space. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our shareholder.  We believe that the foregoing space is adequate to meet our current needs and anticipate moving our offices during the next twelve (12) months if we are able to execute a new  business plan.
 

Item 3. Legal Proceedings
 
None.
 
 
Item 4. Submission of Matters to a Vote of Security Holders
 
No matter was submitted to a vote of our shareholders, through the solicitation of proxies or otherwise during the fourth quarter of our fiscal year ended September 30, 2009, covered by this report.
 

 
- 7 -

 

PART II
 

 
Item 5. Market for Common Equity and Related Stockholder Matters.
 
(a)  Market Information. Our common stock, $0.001 par value per share (the "Common  Stock"), is eligible to be traded on the OTC Bulletin  Board market, but no trading symbol has been assigned. Our common stock is expected to be traded sporadically for a time once we begin trading and no established liquid trading market currently existence we are not yet trading.
 
(b)  Holders.  As of September 30, 2009, there were approximately thirty (30) holders of record of our common stock, which excludes those shareholders holding stock in street name.
 
(c)  Dividend Policy.  We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
 
(d)  Equity Compensation Plans.  We have not authorized any compensation plans (including individual compensation arrangements) under which our equity securities have been authorized for issuance as of the end of the most recently completed fiscal year ended September 30, 2009.  We have not authorized any such plan for the fiscal year ended September 30, 2009.
 
Recent Sales of Unregistered Securities.
 
We did not sell any securities during the period covered by this report that were not registered under the Securities Act of 1933, as amended.
 
 
Item 6. Selected Financial Data

Not Applicable.
 
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Discussion and Analysis
 
The following discussion and analysis should be read in  conjunction  with the financial  statements  of the  Company  and  the  accompanying  notes  appearing subsequently under the caption "Financial  Statements."
 
This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.
 

 
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FOR THE YEAR ENDED SEPTEMBER30, 2009 AND 2008
 
Overview
 
The Company is a start-up, development stage company and has not yet generated or realized any  revenues  from  business  operations.  The  Company's business  strategy  focused on locating a reverse merger candidate. In 2007 the Company decided to expand this business plan and seek a different plans that are for start-up types of entities with sound plans or simple investments/loans in/to private companies that also have sound operations/plans but are in need of capital and which present better than average rates of return on such investment/loan. The  Company's  auditors  have issued a going concern  opinion in our audited  financial  statements for the fiscal year ended September 30, 2009. This means that our auditors  believe there is doubt that the Company can continue as an on-going  business for the next twelve  months unless it obtains  additional capital to pay its bills. This is because the Company has not  generated  any  revenues and no revenues  are  anticipated  until it begins removing and selling minerals. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible  transactions  with strategic or joint venture partners.  In the event we raise cash, we will likely use such funds to develop an new business plan, which is as yet undetermined We do not  plan at this time to use any capital raised for the purchase or sale of any plant or  significant equipment. In February 2007, the Company entered into a promissory note with a third party, convertible into common stock at the discretion of the lender, for $1,000,000, to be invested at the rate of $100,000 per month upon the Company either entering into an agreement for a reverse merger or the Company adopting and beginning a viable business plan. Consequently, there is substantial doubt about the Company's ability to continue as a going concern, notwithstanding this funding just described. In December 2009, the holder of the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock effective upon the Company amending its articles of incorporation to authorize preferred stock.
 
The Company’s 2008 Balance Sheet was restated in this filing.  The Company’s new management reviewed the previous management’s accounting treatment of the current asset Promissory Notes Receivable and the corresponding current liability Demand Convertible Note payable and feels the treatment was not in accordance with the best Generally Accepted Accounting Principles.  New management has restated the statements, in accordance with what it feels is better Generally Accepted Accounting Principles.The 2008 statements were also restated to correct an error in the reporting of the equity section.  The 2008 Balance sheet failed to report the reorganization referred to in Note 2.
 

 
- 9 -

 

 
 
The restatement resulted in the following changes:
 
   
From
   
To
 
                 
Promissory Notes Receivable
  $ 1,000,000     $ 0  
Total Current Assets
  $ 1,000,000     $ 0  
Total Assets
  $ 1,000,000     $ 0  
Demand Convertible Notes Payable
  $ 1,000,000     $ 0  
Total Current Liabilities
  $ 1,000,000     $ 0  
Common Stock
  $ 10,387     $ 1,076  
Additional Paid in Capital in Excess of Par
  $ 0     $ 9,311  
Total Liabilities and Stockholders’ Equity
  $ 1,000,000     $ 0  
 
 
Results of operations
 
For the twelve months ended September 30, 2009 and 2008, we had no operations, other than the expenses to bring the Company current in its reporting with the US SEC.
 
Net Operating Revenues
 
There were no operating revenue for the twelve months ended September 30, 2009 and 2008, respectively.
 
Operating Expenses and Charges
 
We had $24,849 in operating expenses for the twelve months ended September 30, 2009, which we entirely related to the cost to bring the Company current in its reporting to the US SEC, principally professional fees. We had no operating expenses for the twelve months ended September 30, 2008.
 
Financial Condition, Liquidity and Capital Resources
 
At September 30, 2009, we had cash and cash  equivalents of $0.  Our working capital is presently negative $24,849 and there can be no assurance that our financial  condition  will improve.  We expect to continue to have minimal  working  capital or a working  capital  deficit as a result of our current liabilities.
 
For the year ended September 30, 2009, we have not generated  cash flow from  operations.  We  entered  into a  Convertible  Promissory  Note ("Note") with a third party for the principal sum  of One Million Dollars, ($1,000,000), which will accrue interest at the rate of 10% per annum. The entire unpaid balance of principal (subject to conversion of such principal as provided in the Note) and all accrued and unpaid  interest shall be due and payable on demand. On December 1, 2009, by mutual agreement, the parties to the Convertible promissory note agreement agreed to convert the note into 1,000,000 shares of Preferred Series A Stock, to be issued upon the Company filing an amendment to the Articles of Incorporation authorizing such preferred stock.
 

 
- 10 -

 


 
As of September 30, 2009, we had no  outstanding  debt other than accounts payable of $24,849. The Company will seek funds from  possible  strategic and joint venture partners and  financing to cover any short term  operating  deficits and provide for long term working capital.  No assurances can be given that the Company will successfully  engage  strategic or joint  venture  partners or otherwise  obtain sufficient financing through the sale of equity.
 
No trends have been identified which would materially  increase or decrease our results of operations or liquidity.
 
We have short-term liquidity problems that will be addressed by the demand convertible note payable, which we have a balance of $1,000,000 to draw for working capital. For long-term  liquidity,  we  believe  that  we will  need to  raise additional  capital to remain an ongoing  concern;  however,  as stated above no commitments have been made as of this date. On December 1, 2009, by mutual agreement, the parties to the Convertible promissory note agreement agreed to convert the note into 1,000,000 shares of Preferred Series A Stock, to be issued upon the Company filing an amendment to the Articles of Incorporation authorizing such preferred stock.
 
Going Concern
 
We have suffered  recurring  losses from operations and are in serious need of additional  financing.  These  factors  among others  indicate that we may be unable to continue as a going concern,  particularly in the event that we cannot obtain  additional  financing  or,  in  the  alternative,  affect  a  merger  or acquisition.  Our  continuation  as a going concern  depends upon our ability to generate  sufficient  cash flow to conduct  our  operations  and our  ability to obtain additional sources of capital and financing.
 
The  accompanying  financial  statements  have been  prepared assuming  that  we will  continue  as a going  concern.  We have a  stockholders deficit of  $35,236 at September  30,  2009 and net losses  from  operations of $24,849 and $0,  respectively,  for the years ended September 30, 2009 and 2008. These conditions raise  substantial doubt about our ability to continue as a going  concern.  The financial  statements  do not  include any adjustments  that might be  necessary  if we are unable to  continue  as a going concern.
 
Plan of Operation
 
The  Company's  plan of operation for the next twelve months is to focus on developing and implementing a new business plan whereby we evaluate different plans that are for start-up types of entities with sound plans or simple investments/loans in/to private companies that also have sound operations/plans but are in need of capital and which present better than average rates of return on such investment/loan.
 

 
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Critical Accounting Policies
 
Use of Estimates:  The  preparation  of financial  statements in conformity with accounting  principles  generally  accepted in the United States of America requires  management to make estimates and assumptions  that affect the reported amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and liabilities at the date of the financial  statements and the reported amounts of revenues and expenses during the reporting  period.  Actual results could differ materially from those estimates.
 
Loss per share:  Basic loss per share excludes  dilution and is computed by dividing the loss  attributable to common  shareholders by the  weighted-average number of common  shares  outstanding  for the  period.  Diluted  loss per share reflects  the  potential  dilution  that  could  occur  if  securities  or other contracts to issue common stock were exercised or converted into common stock or resulted  in the  issuance of common  stock that  shared in the  earnings of the Company.  Diluted loss per share is computed by dividing  the loss  available to common  shareholders by the weighted average number of common shares outstanding for  the  period  and  dilutive   potential  common  shares  outstanding  unless consideration  of  such  dilutive   potential  common  shares  would  result  in anti-dilution.  Common stock  equivalents were not considered in the calculation of diluted loss per share as their effect would have been  anti-dilutive for the periods ended September 30, 2008 and 2007.
 
Off-Balance Sheet Arrangements
 
We have not entered  into any  off-balance  sheet  arrangements.  We do not anticipate  entering into any off-balance sheet arrangements  during the next 12 months.
 
Recent Accounting PronouncementRecent Accounting Pronouncements
 
In October 2009, the Financial Accounting Standards Board (“FASB”) issued ASU 2009-13, Multiple Deliverable Revenue Arrangements (“ASU 2009-13”) which established guidance for accounting for multiple-deliverable revenue arrangements.  This guidance establishes a selling price hierarchy for determining the selling price of a deliverable; eliminates the residual method of allocation and requires arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method; and requires a vendor to determine its best estimate selling price in a manner consistent with that used to determine the selling price of the deliverable on a stand-alone basis.  This guidance also expands the required disclosures related to a vendor’s multiple-deliverable revenue arrangements.  The guidance is effective beginning July 15, 2010 with early adoption permitted.  We do not believe the adoption of this standard will have a material impact on our results of operations, financial condition, cash flows or disclosures.

 

 
- 12 -

 

In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06 amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820-10”), to require additional disclosures regarding fair value measurements.  The amended guidance requires entities to disclose additional information regarding assets and liabilities that are transferred between levels of the fair value hierarchy.  This guidance is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010.  We do not believe the adoption of this guidance will have a material impact on our financial statements.
 
 
Item 8. Financial Statements and Supplementary Data
 
Our  financial  statements  have been  examined to the extent  indicated in their reports by Hamilton, PC for the years ended September 30, 2009 and 2008, and have been prepared in accordance with generally  accepted  accounting  principles and pursuant to  Regulation  S-X as promulgated by the Securities and Exchange  Commission and are included  herein, on Page F-1 hereof in response to Part F/S of this Form 10-K.
 
 

 
- 13 -

 

 
INDEX TO FINANCIAL STATEMENTS
 

 

 
Reports of Independent Registered Public Accounting Firms
F-2
   
Balance Sheet
F-4
   
Statements of Operations
F-5
   
Statements of Stockholders’ Equity
F-6
   
Statements of Cash Flows
F-7
   
Notes to Financial Statement
F-8

 
 
 
F - 1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
The Board of Directors and Shareholders
CLAIRE COAST CORPORATION
Boca Raton, Florida
 
We have audited the accompanying balance sheet of Claire Coast Corporation, (a development stage enterprise), as of September 30, 2009 and 2008, and the related  statements of operations, stockholders’ equity (deficit) and cash flows for the two years in the period ended September 30, 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 audit.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits 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 Claire Coast Corporation as of September 30, 2009 and 2008, and the results of its operations and its cash flows for the two years in the period ended September 30, 2009, in conformity with U.S. generally accepted accounting principles.
 
The  accompanying  financial  statements  have been prepared  assuming that Claire Coast Corporation will continue as a going concern. As discussed in Note 4 to the financial  statements, Claire Coast Corporation suffered  recurring  losses from operations  which  raises  substantial  doubt about its ability to continue as a going concern.  Management's plans regarding those matters also are described in Note 4. The  financial  statements  do not  include any  adjustments  that might result from the outcome of this uncertainty.
 
 
 
/s/ Hamilton, PC.
Hamilton, PC.
 
Denver, Colorado
 
September 18, 2010
 

 

 
F - 2

 

 
CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
 
Balance Sheets
September 30,
 
   
2009
   
2008
 
         
RESTATED
 
ASSETS
           
CURRENT ASSETS
           
   Cash and equivalents
  $ 0     $ 0  
   Promissory note receivable
    0       0  
                 
          Total current assets
    0       0  
                 
PROPERTY AND EQUIPMENT
               
   Equipment
    0       0  
   Less: Accumulated depreciation
    0       0  
                 
          Net property and equipment
    0       0  
                 
OTHER ASSETS
               
   Deposits
    0       0  
                 
          Total other assets
    0       0  
                 
Total Assets
  $ 0     $ 0  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
   Accounts Payable/Accrued liabilities
  $ 24,849     $ 0  
   Demand convertible note payable
    0       0  
                 
          Total current liabilities
    24,849       0  
                 
STOCKHOLDERS’ EQUITY
               
   Preferred stock subscription receivable
    (1,000,000 )     0  
   Preferred stock Series A to be authorized and issued
    1,000,000       0  
   Preferred stock, no par value, authorized at September 30, 2007,
        5,000,000 shares, 0 shares outstanding
    -       0  
   Common stock, $0.001 and no par value, authorized 500,000,000 and
       50,000,000 shares; issued and outstanding 1,076,250
     1,076        1,076  
 Additional paid in capital in excess of par
    9,311       9,311  
  Deficit accumulated during the development stage
    (35,236 )     (10,387 )
                 
          Total stockholders’ equity
    (24,849 )     0  
                 
Total Liabilities and  Stockholders’ Equity
  $ 0     $ 0  


The accompanying notes are an integral part of the financial statements


 
F - 3

 

CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
 
Statements of Operations
Year ended September 30,
 
         
From
Sept 1, 2005 (Inception)
 through
 
   
2009
   
2008
   
September 30, 2009
 
                   
Revenues
  $ 0     $ 0     $ 0  
                         
Expenses
                       
   Consulting
    0       0       787  
   Other
    5,599       0       6,474  
   Professional fees
    19,250       0       26,675  
   Rent contributed by a related party
    0       0       1,300  
                         
   Total expenses
    24,849       0       35,236  
                         
Net loss
  $ (24,849 )   $ 0     $ (35,236 )
                         
Loss per weighted average common share
  $ 0     $ 0          
                         
Number of weighted average common shares outstanding
    1,076,250       1,076,250          
 

The accompanying notes are an integral part of the financial statements

 
F - 4

 

CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
 
Statements of Stockholders’ Equity
 
   
 
Preferred
Stock
Subscript
Receiv
   
 
Number
Of
Preferred
Shares
   
 
 
 
Preferred
Stock
   
 
 
Number of Common
Shares
   
 
 
 
Common
Stock
   
Add’tl
Paid in
Capital
in
Excess
of Par
   
Deficit
Accum
During the
Develop
Stage
   
 
Total
Stockholders’
Equity
(Deficit)
 
INCEPTION BALANCE,
     September 1, 2005
    0       0     $ 0       0     $ 0     $ 0     $ 0     $ 0  
                                                                 
Shares issued to officers
    0       0       0       800,000       800       0       0       800  
Sale of stock for cash
    0       0       0       200,000       6,000       0       0       6,000  
Office space rent contributed
    0       0       0       0       100       0       0       100  
                                                                 
Net loss
    0       0       0       0       0       0       (2,900 )     (2,900 )
                                                                 
BALANCE, September 30, 2005
    0       0       0       1,000,000       6,900       0       (2,900 )     4,000  
                                                                 
Sale of stock for cash
    0       0       0       50,000       1,500       0       0       1,500  
Office space rent contributed
    0       0       0       0       1,200       0       0       1,200  
Net loss
    0       0       0       0       0       0       (8,741 )     (8,741 )
                                                                 
BALANCE, September 30, 2006
    0       0       0       1,050,000       9,600       0       (11,641 )     (2,041 )
                                                                 
Shares issued for services
    0       0       0       26,250       787       0       0       787  
Net loss
    0       0       0       0       0       0       1,254       1,254  
                                                                 
BALANCE, September 30, 2007
    0       0       0       1,076,250       10,387       0       (10,387 )     0  
Reorganization
    0       0       0       0       (9,311 )     9,311       0       0  
Net loss
    0       0       0       0       0       0       0       0  
BALANCE, September 30, 2008
    0       0       0       1,076,250       1,076       9,311       (10,387 )     0  
Conversion of NP to pref stock
    (1,000,000 )     1,000,000       1,000,000       0       0       0       0       0  
Net loss
    0       0       0       0       0       0       (24,849 )     (24,849 )
ENDING BALANCE, September 30, 2009
  $ (1,000,000 )     1,000,000     $ 1,000,000       1,076,250     $ 1,076     $ 9,311     $ (35,236 )   $ (24,849 )
                                                                 
 
The accompanying notes are an integral part of the financial statements



 
F - 5

 


CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
 
Statements of Cash Flows
Year ended September 30,
 
         
From
Sept 1, 2005 (Inception)
through
 
   
2009
   
2008
   
September 30, 2009
 
Adjustments to reconcile net loss to net cash used by operating activities:
                       
        Stock issued for organizational costs
    0       0       800  
        Stock issued for consulting services
    0       0       787  
        Contributed rent expense
    0       0       1,300  
Changes in operating assets and liabilities
                       
        Other current assets
    0       0       0  
        Increase (decrease) in accrued liabilities
    24,849       0       24,849  
                         
Net cash used by operating activities
    0       0       (7,500 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Cash contributed
    0       0       0  
Proceeds from issuance of common stock
    0       0       7,500  
                         
Net cash provided by financing activities
    0       0       7,500  
                         
Net increase (decrease) in cash
    0       0       0  
                         
CASH, beginning of period
    0       0       0  
                         
CASH, end of period
  $ 0     $ 0     $ 0  
                         
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
        NONE                        
                         

The accompanying notes are an integral part of the financial statements



 
F - 6

 

CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
Notes to Financial Statements


RESTATED 2008 Balance Sheet - The Company’s 2008 Balance Sheet was restated.  The Company’s new management reviewed the previous management’s accounting treatment of the current asset Promissory Notes Receivable and the corresponding current liability Demand Convertible Note payable and feels the treatment was not in accordance with the best Generally Accepted Accounting Principles.  New management has restated the statements, in accordance with what it feels is better Generally Accepted Accounting Principles.  The 2008 statements were also restated to correct an error in the reporting of the equity section.  The 2008 Balance sheet failed to report the reorganization referred to in Note 2.


The restatement resulted in the following changes;
   
From
   
To
 
Promissory Notes Receivable
  $ 1,000,000     $ 0  
Total Current Assets
  $ 1,000,000     $ 0  
Total Assets
  $ 1,000,000     $ 0  
Demand Convertible Notes Payable
  $ 1,000,000     $ 0  
Total Current Liabilities
  $ 1,000,000     $ 0  
Common Stock
  $ 10,387     $ 1,076  
Additional Paid in Capital in Excess of Par
  $ 0     $ 9,311  
Total Liabilities and Stockholders’ Equity
  $ 1,000,000     $ 0  


(1) Summary of Significant Accounting Policies

 
The Company Claire Coast Corporation, (the Company), was incorporated on September 1, 2005, under the laws of the State of Colorado. On December 27, 2007, the Company reincorporated in Nevada.
 
The Company is a United States public company and is eligible for trading on the Over-the-Counter Bulletin Board, (OTC:BB), although no shares have been traded.  The Company is available as a public shell to be acquired or to merge with another entity.  The Company is considered to be in the development stage, and the accompanying financial statements represent those of a development stage company in accordance with SFAS No. 7, “Accounting and Reporting by Development Stage Enterprises.”
 
 
The following summarize the more significant accounting and reporting policies and practices of the Company:
 
a) Use of estimates    The financial statements have been prepared in conformity with generally accepted accounting principles.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended.  Actual results may differ significantly from those estimates.

b)  Start-Up costs  Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

 

 
F - 7

 

CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
Notes to Financial Statements

 
(1) Summary of Significant Accounting Policies (continued)

 
c)  Net loss per share Basic loss per weighted average common share excludes dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The Company applies Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (FAS 128).
 
 
d) Fair value of financial instruments The carrying values of cash and accrued liabilities approximate their fair values due to the short maturity of these instruments.

e) Income taxes The Company accounts for income taxes according to Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”.  Under the liability method specified by SFAS No. 109, deferred income taxes are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities.
  
 
(2) Stockholders’ Equity
 
 
The Company had the authority to issue 5,000,000 shares of preferred stock, no par value per share, as of September 30, 2007, which could be divided into series with preferences, limitations and relative rights as determined by the Board of Directors. At September 30, 2007, there were no preferred shares issued or outstanding.
 
In December 2009, by mutual agreement the parties to the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock. The Company must amend the articles of incorporation and authorize the required Series A preferred stock required. This has not yet been done.  This transaction is considered a significant subsequent event, therefore it is shown as if it occurred on September 30, 2009.

 
The Company is authorized to issue 500,000,000 shares of $0.001 par common stock. At September 30, 2009 and 2008 there were 1,076,250 shares of common stock issued and outstanding. In the quarter ended December 31, 2006, the Company issued 26,250 shares of common stock to consultants in exchange for services rendered valued at $787, or $0.03 per share.

 
On December 27, 2007, the Company reincorporated in Nevada and increased the authorized common stock to 500,000,000 common shares with a par value of $0.001 per share. The Company also eliminated the preferred stock in the reorganization.

 
(3) Income Taxes
 
 
Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes.  The Company had net operating loss carry-forwards for income tax purposes of approximately $35,236 expiring $1,646, $8,741 and $24,849 at September 30, 2025, 2026 and 2029, respectively. The amount recorded as deferred tax asset as of September 30, 2009 is approximately $5,000, which represents the amount of tax benefit of the loss carry-forward.

Deferred tax assets are reduced by a valuation allowance if, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Management’s valuation procedures consider projected utilization of deferred tax assets prospectively over the next several years, and continually evaluate new circumstances surrounding the future realization of such assets. The difference between income taxes and the amount computed by applying the federal statutory tax rate to the loss before income taxes is due to an increase in the deferred tax asset valuation allowance.
 
 

 
F - 8

 

CLAIRE COAST CORPORATION
(A Development Stage Enterprise)
Notes to Financial Statements


(4) 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 as a going concern, as reflected by the net loss of $35,200 accumulated from September 1, 2005 (Inception) through September 30, 2009.  The ability of the Company to continue as a going concern is dependent upon commencing operations, 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.  The Company is currently seeking additional capital to allow it to begin its planned operations.
 
 
(5) Convertible promissory note payable  
 
 
In February 2007, the Company entered into a promissory note with a third party, convertible into common stock at the discretion of the lender, for $1,000,000, to be invested at the rate of $100,000 per month upon the Company either entering into an agreement for a reverse merger or the Company adopting and beginning a viable business plan. This note carries an 8% rate of interest. There had been no draws on this note as of September 30, 2008.  In December 2009, the holder of the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock effective upon the Company amending its articles of incorporation to authorize preferred stock.
 
 
(6) Subsequent Events
 
 
 In December 2009, the holder of the convertible promissory note agreed to convert the note into 1,000,000 shares of Series A preferred stock effective upon the Company amending its articles of incorporation to authorize preferred stock. This transaction was treated as a significant subsequent event and as such was recorded as if it took place at September 30, 2009.

 

 
F - 9

 


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
 
On August 18, 2009, Lawrence Scharfman, CPA was dismissed as the Company’s independent auditor and the Company retained Hamilton, PC as our independent auditor.


Item 9a. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
 
We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the  effectiveness of our 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 September 30, 2009.

Management's Report on Internal Control Over Financial Reporting. Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed 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  and includes those policies and procedures that: 1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our 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 out receipts and expenditures are being made only in accordance with authorizations of our management and directors;  and 3. Provide reasonable assurance regarding prevention or timely  detection of unauthorized acquisitions, use or disposition our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. 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.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009. In making this assessment, our management used the criteria established in  Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission  ("COSO"). Based on our assessment, we believe that, as of September 30, 2009, our internal  control over financial reporting is effective based on those criteria.
 

 
- 14 -

 


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 permit us to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,  our internal control over financial reporting.


Item 9B. Other Information

None.


PART III

Item 10. Directors, Executive Officers And Corporate Governance

(a) Set forth below are the names, ages, positions, with the Company and business experiences of the executive officers and directors of the Company.

Name
Age
  Position(s) with Company
     
Barry A. Ginsberg
53
Chief Executive Officer, Chief Accounting Officer, President,
 
 
Secretary and Director(1)

Business Experience
The President of the Company is Barry A. Ginsberg, age 52, who assumed those positions effective as of September 30, 2006. For the past five years Dr. Ginsberg has been an optometric physician in Boca Raton, Florida. He graduated Yeshiva University in 1978 and the Pennsylvania College of Optometry in 1983.

Committees of the Board of Directors
We  presently  do not  have an  audit  committee,  compensation  committee, nominating  committee,  an executive committee of our board of directors,  stock plan  committee or any other  committees.  However,  our board of directors  may establish various committees during the current fiscal year.


 
- 15 -

 

Involvement in Certain Legal Proceedings
Except as indicated above, no event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any of our present executive officers or directors or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
For companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were not complied with on a timely basis for the period which this report relates.

Code of Ethics
In September 2005, we adopted a Code of Ethics that meets the  requirements  of Section 406 of the  Sarbanes-Oxley  Act of 2002.  We will  provide to any person without charge, upon request, a copy of such Code of Ethics.  Persons wishing to make such a request should contact Barry A. Ginsberg, Chief Executive Officer, 3011 Yamato Rd., A-17, Boca Raton, Florida 33424. (561) 988-9662.

Conflicts of Interest
None of our  officers will devote more than a portion of his time to our affairs. There will be  occasions when the time requirements of our business conflict with the demands of the officers  other business and investment activities. Such conflicts may require that we attempt to employ  additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.

Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a  substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial  premium may be paid to members of our  management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to the our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any  particular buy-out transaction involving shares held by members of Company management.


 
- 16 -

 

It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below.

Although management has no current plans to cause us to do so, it is possible that we may enter  into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals  thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
 

Item 11. Executive Compensation

The following table shows all the cash compensation paid by the Company, as well as certain other compensation paid or accrued, during the fiscal years ended September 30, 2009 and 2008 to the Company’s President and highest paid executive officers. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than compensation identified in the chart below, were paid to these executive officers during these fiscal years.
 
SUMMARY COMPENSATION TABLE
 
   
Long Term Compensation
   
 
Annual Compensation
 
Awards
 
Payouts
   
(a)
(b)
(c)
(d)
(e)
 
(f)
(g)
 
(h)
 
(i)
 
 
Name and Principle Position
 
 Fiscal
Year
Salary
($)
Bonus
($)
Other
Annual Compensation
($)
 
Restricted
Stock
Award(s)
($)(9)
Securities
Underlying
Option/SARs
(#)
 
LTIP
Payouts
($)
 
All
Other
Compensation
($)
                       
Barry Ginsberg
President & CEO
Director
2009
2008
2007
 
$0
$0
$0
 
$0
$0
$0
 
$0
$0
$0
 
 
$0
$0
$0
 
0
0
0
 
 
$0
$0
$0
 
 
$0
$0
$0
 

Compensation of Directors
We have no standard arrangements for compensating our board of directors for their attendance at meetings of the Board of Directors.

Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan.  Such plans may be adopted by us at such time as deemed reasonable by our board of directors.  We do not have a compensation committee, all decisions regarding compensation are determined by our board of directors.

 
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Stock Option and Stock Appreciation Rights.
We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended September 30, 2009, or the period ending on the date of this Report.

Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with us or our subsidiaries, or any change in control of us, or a change in the person's responsibilities following a changing in control.
 
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
 
The following table sets forth, as of September 30, 2009,  information  with respect to the beneficial  ownership of our common stock by (i) persons known by us to beneficially  own more than five percent of the outstanding  shares,  (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.
 
Common Stock
Beneficially Owned

Name and Address
Title of Class
Number
Percent
       
Barry A. Ginsberg
Common
800,000
74.3
       
All Executive Officers and
     
Directors as a Group
Common
800,000
74.3%
(One (1) person)
     
__________
*     Less than 1%.

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 30, 2009. As of September 30, 2009, there were 1,076,250 shares of our common stock issued and outstanding.

 
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of September 30, 2009, with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance, aggregated as follows: (i) all compensation plans previously approved by security holders; and (ii) all compensation plans not previously approved by security Holders:

None.


Item 13. Certain Relationships and Related Transactions and Director Independence

Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which the Company is proposed to be a party:

            (A) any director or officer;

            (B) any proposed nominee for election as a director;

            (C) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or

            (D) any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.


Item 14. Principal Accounting Fees and Services

 
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
         
2009
$0
none
none
none
         
2008
$0
none
none
none

We have no formal audit committee. However, our entire Board of Directors (the "Board") is our defacto audit committee. In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all  relationships between the auditors and us that might bear on the auditors' independence as required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees." The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of its internal controls. The Board reviewed with the independent auditors their management letter on internal controls.

 
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The Board discussed and reviewed with the independent  auditors all matters required to be discussed by auditing standards generally accepted in the United States of America, including those described in Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committees". The Board reviewed the audited consolidated financial statements of the Company as of and for the year ended September 30, 2009, with management and the  independent auditors. Management has the responsibility for the preparation of the Company's financial statements and the independent auditors have the responsibility for the examination of  those statements. Based on the above-mentioned review and discussions with the independent auditors and management, the Board of Directors approved the Company's audited consolidated financial statements and recommended that they be included in its Annual Report on Form 10-K for the year ended September 30, 2009, for filing with the Securities and Exchange Commission.  The Board also approved the reappointment of Hamilton, PC as independent auditors.


PART IV

 Item 15. Exhibits, Report 8-K and Financial Statement Schedules

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit No.
                             Description
   
31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
   
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

__________

*       Filed herewith

(b) Reports on Form 8-K
On August 31, 2009, the Company filed a Form 8-K for the change in auditor.




 
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SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the following persons on our behalf and in the capacities and on the dates indicated.

Claire Coast Corporation
 (Registrant)


     
     
 
Date: September 30, 2010
   
     
 
By:   
/s/ Barry A. Ginsberg
 
 
Barry A. Ginsberg, President and Director

Pursuant to the  requirements  of the  Exchange  Act,  this Report has been signed below by the  following  persons on behalf of the  Registrant  and in the capacities and on the dates indicated.

        Signature
Title
Date
     
/s/ Barry A Ginsberg
   
Barry A. Ginsberg
CEO, President & Director
September 30, 2010
 
 
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