Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - K
(Mark One)
[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Period year ended October 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ___________________
Commission file number: 333-164081
Vibe Ventures Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0578438
(IRS Employer Number)
Room 1707, 17th Floor, CTS Center
219 Zhong Shan Wu Road
Guangzhou, PR China
510030
----------------------------------------------------------
(Address of principal executive office)
Tel. 011.86.13808821282
----------------------------------
(Issuer's telephone number)
n/a
-----------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:
Yes o 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 o 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 o
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 Form 10-K. o
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:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act):
Yes x No o
The aggregate market value of Vibe Ventures' Common Stock owned
by non-affiliates as of October 31, 2010 was nil.
Number of shares of each class of Vibe Ventures' capital stock
outstanding as of October 31, 2010: 4,000,000 shares of common stock
1
Vibe Ventures Inc.
FORM 10-K
For the Fiscal Year ended October 31, 2010
Table of Contents
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a vote of Security
Holders
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters and
Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and the Results of
Operations
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
Item 8. Financial Statements and Supplementary Data
Management's Report on Internal Control
Over Financial Reporting
Report of Independent Registered Public
Accounting Firm
Part III
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section
16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
Item 13. Exhibits and Financial Statements Schedules
Item 14. Principal Accountants Fees and Services
Signatures
2
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE
"REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF NEVAEH ENTERPRISES
LTD., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE
"COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY
AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR
ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE
MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE
WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK,"
"ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS,
INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND
OTHER FACTORS.
PART I
Item 1. Description of Business
OUR BUSINESS
We were incorporated in Nevada on October 29, 2009. We have not
started operations. We are developing a website
"www.vibeventures.com " and also designing and developing our "Video
Library" which will advertise our product, our prices and would be
delivered to all residents in the area. Any funds raised by this
offering will go towards the development and creation of the
software that will be used to promote and advertise the various
places of interest for the tourist. In the beginning of our
business operations, we plan to advertise our business on the local
billboards that will promote our business. We intend to have our
first video units in operation.
We have not yet generated any revenues and the only operations that
we have engaged in is the development of a business plan. Our
business office is located: Room 1707, 17th Floor, CTS Center,
219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282. This is the office of our President, Hong
Mei Ma. Vibe is not required to pay for office space at this
time. There are no understandings or agreements currently in place
for Vibe to pay rent in the future. Ms. Ma is allowing the company
to occupy office space that she has arranged at no cost to the
company.
We have no plans to change our planned business activities or to
combine with another business, and we are not aware of any events or
circumstances that might cause these plans to change. We have not
yet begun operations and will not begin operations until we have
completed this offering. Our plan of operation is forward looking
and there is no assurance that we will ever begin operations. We
anticipate that should we raise the full $20,000 that we will be
able to fully fund the creation of our primary software advertising
system. Conceptually, this system will operate much like a kiosk on
a touch screen in areas of high foot traffic. Any amount less than
the full amount will still be put towards the creation of this
software, but it is unlikely that anything less than the full amount
will allow for the full creation of this software. Furthermore,
there is no guarantee that the full amount will cover all the costs
of this task even though we anticipate that this money should cover
the costs.
OUR STRATEGY
We intend to put our VIDEO UNITS in centres all around China.
Currently, we do not have any customers or any contracts for our
services. We also have not yet commenced any operations.
Insurance
Currently, we have no insurance coverage.
Government Regulation
We are currently not subject to any government regulations.
Offices
Our offices are currently located at Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282.
Employees
We currently do not have any employees.
Subsidiaries
We do not have any subsidiaries
Bankruptcy, Receivership, or Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings
Patents and Trademarks
We do not have any patents or trademarks
Legal Proceedings
We are not a party to any material legal proceeding, nor are any of
our officers, director or affiliates' a party adverse to us in any
legal proceeding.
Item 1A: Risk Factors
RISK FACTORS
This investment has a high degree of risk. Before you invest you
should carefully consider the risks and uncertainties described
below and the other information in this prospectus. If any of the
following risks actually occur, our business, operating results and
financial condition could be harmed and the value of our stock could
go down. This means you could lose all or a part of your investment.
The Company may have limited reporting obligations under Section
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
The Company is required to file periodic reports with the SEC when
the Company issues any class of securities for which a registration
statement is filed pursuant to the Securities Act of 1933 (The
"Securities Act"). The reporting obligations under Section 15(d)
are automatically suspended when (1) the Company lists said equity
on an exchange), or (2) at the beginning of the Company's fiscal
year, the class of securities covered by the registration statement
is held of record by fewer than 300 persons.
RISKS RELATING TO OUR COMPANY
1. We are a company that is in the development stage with no
operating history and may never be able to carry out our business
plan or achieve any revenues or profitability; at this stage of our
business, even with our good faith efforts, potential investors have
a high probability of losing their entire investment.
We are subject to all of the risks inherent in the establishment of
a new business enterprise. We were established on October 29, 2009
for the purpose of engaging in the development, and sale of travel
advertising systems. We have not generated any revenues nor have we
realized a profit from our operations to date, and there is little
likelihood that we will generate any revenues or realize any profits
in the short term. Any profitability in the future from our business
will be dependent upon the successful development of our advertising
software. There can be no assurance that we will ever achieve
any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties
frequently encountered in establishing a new business in the tourism
industry. Our Company is a highly speculative venture involving
significant financial risk. For more information on this
software, see page 30.
2. We lack an operating history and have losses that we expect to
continue into the future. There is no assurance that our operations
will produce profitable revenues. If we cannot generate revenues
that will produce profitably, we will cease operations and you will
lose your investment.
We were incorporated on October 29, 2009 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our net loss since inception is $257. Our
ability to achieve and maintain profitability and positive cash flow
is dependent upon:
* completion of this offering;
* our ability to attract customers who will buy our goods
from us; and,
* our ability to generate revenues through the sale of our
goods.
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Based upon current plans, we expect to incur operating losses in
future periods since we will be incurring expenses and not
generating revenues. We cannot guarantee that we will be successful
in generating revenues in the future. Failure to generate revenues
will cause you to lose your investment.
3. There is no guarantee that anyone will use the service we are
providing.
We will start out with no customer user base. Furthermore, we do
not actually have any Interactive Terminals created as of yet. How
successful our business grows will be heavily dependent on the
public taking an interest in our travel stations. A lack of
interest by the public and therefore growth would ultimately cause
the termination of operations. We do not know how many potential
users we will gain or how many of those will decide to use our
service, if any decide to at all.
4. We are entirely dependent upon the funds to be raised through
this offering to start our business. The proceeds of this may be
insufficient to achieve sufficient revenue. If we need additional
funds and are unable to raise them we will have to terminate our
operations.
There is not enough cash on hand to fund our administrative expenses
and operating expenses or our proposed Interactive travel tourist
kiosk program for the coming months. Because we do not expect to
have any cash flow from operations at first, we will need to raise
additional capital, which may be in the form of loans from current
stockholders and/or from public and private equity offerings. Our
ability to access capital will depend on our success in implementing
our business plan. It will also depend upon the status of the
capital markets at the time such capital is sought. Should
sufficient capital not be available, the implementation of our
business plan could be delayed and, accordingly, the implementation
of our business strategy would be adversely affected. If we are
unable to raise additional funds in the future, we may have to cease
all substantive operations. In such event it would not be likely
that investors would obtain a profitable return on their investment
or a return of their investment at all.
5. Because our director will only be devoting limited time to our
operations, our operations may be sporadic which may result in
periodic interruptions or suspensions of operations. This activity
could prevent us from growing and result in a lack of interest that
may cause us to suspend or cease operations.
Our sole officer and director, Hong Mei Ma will only be devoting
limited time to our operations. Ms. Ma, our president and director
is currently employed as a Chief Web Designer at Minghui IT Group
and will be devoting approximately 20 hours per week of
her working time to our operations. As a result, operations
may be periodically interrupted or suspended which could result in a
lack of revenues and a possible termination of operations.
6. Because our Director has no experience in running a company
that sells Interactive Travel Stations, she may not be able to
successfully operate such a business which could cause you to lose
your investment.
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We are a development stage company. Hong Mei Ma, our current
Director and officer, has effective control over all decisions
regarding both policy and operations of our Company with no
oversight from other management. Our success is contingent upon the
ability of these individuals to make appropriate business decisions
in these areas. However, our Director and officer do not have any
experience in operating a company that sells Interactive Travel
Stations. It is possible that this lack of relevant operational
experience could prevent us from becoming a profitable business and
hinder an investor from obtaining a return on his investment in us.
RISKS ASSOCIATED WITH THIS OFFERING:
1. Because we do not have an escrow or trust account for your
subscription, if we file for bankruptcy protection or are forced
into bankruptcy, or a creditor obtains a judgment against us and
attaches the subscription, you will lose your investment.
Your funds will not be placed in an escrow or trust account. As
such, if we file for bankruptcy protection or a petition for
involuntary bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according
to bankruptcy laws. If a creditor sues us and obtains a judgment
against us, the creditor could garnish the bank account and take
possession of the subscriptions. As such, if the minimum conditions
of this offering are not satisfied, it is possible that a creditor
could attach your subscription which could preclude or delay the
return of money to you. If that happens, you will lose your
investment and your funds will be used to pay creditors.
2. Because our director, who is also our promoter, will own 67% of
our total outstanding common stock, she will retain control of the
company and will be able to decide who will be directors and you may
not be able to elect any directors. This could decrease the price
and marketability of our shares.
Even if we sell all 2,000,000 shares of common stock in this
offering, Hong Mei Ma will own 67% of the total outstanding common
stock. As a result, after completion of this offering, regardless
of the number of shares we sell, Ms. Ma will be able to elect all of
our directors and control our operations. This could decrease the
price and marketability of our shares.
3. There is no established public market for our stock and a
public market may not be obtained or be liquid and therefore
investors may not be able to sell their shares.
There is no established public market for our common stock being
offered under this prospectus. While we intend to apply for
quotation of our common stock on the Over-The-Counter Bulletin Board
system, we have not yet engaged a market maker for the purposes of
submitting such application, and there is no assurance that we will
qualify for quotation on the OTC Bulletin Board. Therefore,
purchasers of our common stock in this offering may be unable to
sell their shares on any public trading market or elsewhere.
10
4. Our common stock is subject to the "penny stock" rules of the
SEC and the trading market in our securities is limited, which makes
transactions in our stock cumbersome and may reduce the value of an
investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require: (i) that
a broker or dealer approve a person's account for transactions in
penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order
to approve a person's account for transactions in penny stocks, the
broker or dealer must: (i) obtain financial information and
investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in
a penny stock, a disclosure schedule prescribed by the Security and
Exchange Commission relating to the penny stock market, which, in
highlight form: (i) sets forth the basis on which the broker or
dealer made the suitability determination; and (ii) that the broker
or dealer received a signed, written agreement from the investor
prior to the transaction.
Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about
the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.
Because we do not intend to pay any cash dividends on our shares of
common stock, our stockholders will not be able to receive a return
on their shares unless they sell them.
We intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we
pay dividends, our stockholders will not be able to receive a return
on their shares unless they sell them at a price higher than that
which they initially paid for such shares.
11
5. The FINRA sales practice requirements may limit a stockholders
ability to buy and sell our stock.
The FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect
of reducing the level of trading activity and liquidity of our
common stock. Further, many brokers charge higher transactional fees
for penny stock transactions. As a result, fewer broker-dealers may
be willing to make a market in our common stock, which may limit
your ability to buy and sell our stock.
6. We might be required to obtain special licenses, or meet
special regulatory requirements before establishing our business,
other than a business license. If new government regulations, laws,
or licensing requirements are passed that would restrict or
eliminate delivery of any of our intended services, then our
business may suffer. For example, if we were required to obtain a
government issued license for the purpose of distributing our video
units, then we may not be able to qualify for such a license. If
such a licensing requirement existed, and we were not able to
qualify, then our business would suffer.
Item 1B: Unresolved Staff Comments
None
Item 2: Description of Property
Our principal offices are located at, Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282.
Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings
involving Nevaeh Enterprises Ltd., or against any of our officers or
directors as a result of their involvement with the Company.
As of February 14, 2011 the Company does not retain a legal counsel.
Item 4: Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the fiscal period ended October 31, 2010.
Item 5: Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities
The Company's Common stock is not presently listed under any
exchange. There is currently no active trading in our common stock
and there has been no active trading.
As of February 14, 2010, there were approximately 30 stockholders of
record of the Company's Common Stock.
The Company has not paid any cash dividends to date, and it has no
intention of paying any cash dividends on its common stock in the
foreseeable future. The declaration and payment of dividends is
subject to the discretion of its Board of Directors. The timing,
amount and form of dividends, if any, will depend on, among other
things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of
Directors.
There are no outstanding options or warrants or convertible
securities to purchase our common equity.
The Company has never issued securities under and does not have any
equity compensation plan.
Item 6: Selected Financial Data
As of As of
October 31, 2010 October 31, 2009
Balance Sheet
Total Assets $48 $4,083
Total Liabilities $340 $340
Stockholders Equity
(Deficit) $(292) $3,743
For the For the
Year ended Year Ended
October 31, 2010 October 31, 2009
Income Statement
Revenues $ - $ -
Total Expenses $(4,035) $(257)
Net Loss $(4,035) $(257)
Item 7: Management's Discussion and Analysis or Plan of Operation
You should read the following plan of operation together with our
audited financial statements and related notes appearing elsewhere
in this prospectus. This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including, but not limited to, those presented under "Risk Factors"
on elsewhere in this prospectus.
We are a development stage corporation and have not started
operations and have not yet generated or realized any revenues.
Our auditors have issued an opinion on our financial statements
which includes a statement describing our going concern status. This
means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain
additional capital to pay our bills and meet our other financial
obligations. This is because we have not generated any revenues and
no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the
actual sale of the product. We must raise capital to implement our
project and stay in business. Even if we raise the maximum amount of
money in this offering, we do not know how long the money will last,
however, we do believe it will last at least twelve months.
We can offer no assurance that we will raise any funds in this
offering. As disclosed above, we have no revenues, and, as such, if
we do not raise at least $16,000 from our offering we will not have
sufficient funds to operate the company for one year. If we are
unable to raise funds, we may attempt to sell the company or file
for bankruptcy. Our current cash resources will allow us to operate
for a further three months.
We have only one officer and director. She is responsible for our
managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes
Oxley Act of 2002. When theses controls are implemented, she will be
responsible for the administration of the controls.
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Should she not have sufficient experience, she may be incapable of
creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could
cause you to lose your investment.
Depending on the relative success of this offering, the following
table details how we intend to use the funds to execute our plan of
operation. All amounts listed below are estimates.
60% 80% 100%
General working $4,000 $4,000 $4,000
capital
Software $8,000 $8,000 $12,000
development costs
Sales and $0,000 $4,000 $4,000
Marketing
Total $12,000 $16,000 $20,000
We have no commitments or arrangements from any person to provide us
with any additional capital. If additional financing is not
available when needed, we may need to dramatically change our
business plan, sell the Company or cease operations. We do not
presently have any plans, arrangements, or agreements to sell or
merge our Company.
Assuming the 2,000,000 share offering is fully subscribed for in
this offering, we believe we can satisfy our cash requirements
during the next 12 months. We will not be conducting any product
research or development. We do not expect to purchase any
significant equipment. Further we do not expect significant changes
in the number of employees. Furthermore, any amount raised by the
offering less than 2,000,000 shares will allow this company to move
forward in developing the required software. There is no minimum
amount of cash required to initiate development. Funds raised by
this offering will allow for this development until the final
product has been reached or the offering time has expired, whichever
occurs first.
Upon completion of our public offering, our goal is to commence our
operations. We intend to accomplish the foregoing through the
following milestones:
1. Complete our public offering. We believe that we will raise
sufficient capital to begin our operations, and we believe that this
could take up to 180 days from the date the Securities and
Exchange Commission declares our offering effective. We will not
begin operations until we have closed this offering. We intend to
concentrate all of our efforts on raising as much capital as we can
during this period.
2. After completion of the offering, we will immediately begin to
develop our website. We believe that our website can be fully
operational within 90 days. We also intend to design and develop our
"Video Catalogue" which will advertise our product and our prices.
In the beginning of our business operations we plan to advertise our
business on the local billboards.
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3. After our website is established, we intend to begin to market
our business to potential customers and investors through our
website, our catalogue, billboard advertisement and by personal
contacts through Ms. Ma, our president. We will also design a
catalogue and deliver it to the mailboxes of the residents in the
area of the cities in China.
Within 120 days after we complete our public offering, we should be
in the position to establish our first list of distribution sites.
We will attempt to open our business on a cost-sharing basis with
potential vendors in China. If we cannot generate sufficient
revenues to continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do
and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to
base an evaluation of our performance. We are in development stage
operations and have not yet generated any revenues.
We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited
capital resources and possible cost overruns.
In addition to this offering, we are seeking equity financing in
order to obtain the capital required to implement our business plan.
We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available to us on
satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution
to our existing shareholders.
RESULTS OF OPERATIONS
We have not yet started our proposed business operations and will
not do so until we have completed this offering. We expect to begin
operations within 120 days after we complete this offering.
Since inception, we have issued 4,000,000 shares of common stock to
our sole officer and director.
GENERAL WORKING CAPITAL
To meet our need for cash we are attempting to raise money from
this offering.
We believe that we will be able to raise enough money through this
offering to begin operations but we cannot guarantee that once we
begin operations we will stay in business after operations have
commenced. If we are unable to successfully attract customers to
utilize our units, we may use up the proceeds from this offering and
will need to find alternative sources, like a second public
offering, a private placement of securities, or loans from our
officers or others in order for us to continue our operations. At
present, we have not made any arrangements to raise additional
capital, other than through this offering.
25
Our sole officer and director is willing to loan us money for our
operations until this offering has been completed or until the
offering period has expired.
If we need additional capital and cannot raise it we will either
have to suspend operations until we do raise the capital or cease
operations entirely. If we raise the minimum amount of money from
this offering, it will last one year. Other than as described in
this paragraph, we have no other financing plans.
As of the date of this prospectus, we have yet to generate any
revenues from our business operations.
We issued 4,000,000 shares of common stock pursuant to an exemption
from registration contained in Regulation S of the General Rules and
Regulations promulgated under the Securities Act of 1933. This was
accounted for as a sale of common stock.
As of October 31, 2009, our total assets were $4,083 and our total
liabilities were $340.
We may be wrong in our estimates of funds required in order to
proceed with developing executing our general business plan
described herein. Should we need additional funds, we would attempt
to raise these funds through additional private placements or by
borrowing money. We do not have any arrangements with potential
investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in
order to proceed with the business plan or that our ability to
respond to competition or changes in the market place or to exploit
opportunities will not be limited by lack of available capital
financing. If we are unsuccessful in securing the additional capital
needed to continue operations within the time required, we may not
be in a position to continue operations.
We can offer no assurance that we will raise any funds in this
offering. As disclosed above, we have no revenues and, as such, if
we do not raise at least $20,000 from our offering we will not have
sufficient funds to develop our units. If we are unable to raise
funds, we may attempt to sell the Company or file for bankruptcy. We
do not have any current intentions, negotiations, or arrangements to
merge or sell the Company.
We are not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity. In the event
such a trend develops, we believe that we will have sufficient funds
available to satisfy working capital needs through lines of credit
and the funds expected from equity sales.
OTHER
Except for historical information contained herein, the matters set
forth above are forward-looking statements that involve certain
risks and uncertainties that could cause actual results to differ
from those in the forward-looking statements.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Please see Item 1A above, "Risk Factors," for a discussion of these
and other risks and uncertainties we face in our business.
Item 8: Financial Statements
The financial statements required to be filed pursuant to this Item
8 begin on page F-1 of this report.
Item 9: Changes In Disagreements With Accountants on Accounting
and Financial Disclosure
The Financial Statements of the Company have been audited by Kenne
Ruan, CPA, P.C. for the fiscal year ended October 31, 2010 and
October 31, 2009. There have been no changes in or disagreements with
either Kenne Ruan, CPA, P.C. on accounting and financial disclosure
matters at any time.
Item 9A: Controls and Procedures
Dayong Sun, our Chief Executive Officer and Chief Financial Officer,
has conducted an evaluation of the effectiveness of disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based
on that evaluation, taking into account our limited resources and
current business operations, they concluded that the disclosure
controls and procedures are effective in ensuring that all material
information required to be filed in this annual report has been made
known to them in a timely fashion. There have been no significant
changes in internal controls, or in other factors that could
significantly affect internal controls, subsequent to the date they
completed their evaluation
Evaluation Of Disclosure Controls And Procedures
The Company maintains controls and procedures designed to ensure
that information required to be disclosed in this report is
recorded, processed, accumulated, and reported to its management,
including the president and the treasurer, to allow timely decisions
regarding the required disclosure. Within the 90 days prior to the
filing date of this report, the Company's management, with the
participation of its president and treasurer, performed an
evaluation of the effectiveness of the design and operation of these
disclosure controls and procedures. Those officers have concluded
that such disclosure controls and procedures are effective at
ensuring that required information is disclosed in the Company's
reports.
Change in Internal Control
There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the evaluation date.
Item 9B: Other Information
None
Item 10: Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
Officers and Directors
Each of our directors serves until his or her successor is elected
and qualified. Each of our officers is elected by the board of
directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating,
auditing or compensation committees.
The name, age, and position of our present officers and directors
are set forth below:
Name Age Position Held
Hong Mei Ma 36 President, Chief Executive Officer,
Secretary,Treasurer,Chief Financial
Officer, and the sole member of
the Board of Directors
Each director serves until our next annual meeting of the
stockholders or unless they resign earlier. The Board of Directors
elects officers and their terms of office are at the discretion of
the Board of Directors.
Background of officers and directors
Ms. Ma's experience as the Chief Web Designer at Minghui IT
Group includes the following:
*Researched and analyzed client web specification requirements
*Managed and assembled cross functional teams
*Developed and produced websites and databases
*Provided innovative and creative solutions to problem solving
*Stimulated team creativity during production phases
Ms. Ma's experience, qualifications, and skill from her
background in computer science and web design lead us to the
conclusion that the she should serve as a director for the
registrant, in light of the registrant's business and structure. Her
general information technology and programming skills will benefit
the development of the software and hardware platform of the video
library the registrant is attempting to compile. Furthermore, in
assembling and managing the proper computer consultant team.
Ms. Ma has not held any other directorships held, or any other
directorships during the past five years. No petition for
bankruptcy or insolvency law has been filed by or against Ms. Ma,
and Ms Ma has not been convicted in a criminal proceeding or has
been a named subject of a pending criminal proceeding nor the
subject of any order, judgment, or decree, permanently or
temporarily enjoining her from, or otherwise limiting, the following
activities.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have
an audit committee financial expert because we believe the cost
related to retaining a financial expert at this time is prohibitive.
Further, because we are only beginning our commercial operations, at
the present time, we believe the services of a financial expert are
not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officers and directors
devote time to projects that do not involve us.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires
that the Company's directors, executive officers, and persons who
own more than 10% of registered class of the Company's equity
securities, or file with the Securities and Exchange Commission
(SEC), initial reports of ownership and report of changes in
ownership of common stock and other equity securities of the
Company. Officers, directors, and greater than 10% beneficial owners
are required by SEC regulation to furnish the Company with copies of
all Section 16(a) reports they file. As of the fiscal year ending
October 31, 2010, Form 3 reports were not timely filed by Dayong Sun,
the Company's President.
Code of Ethics
The Company has adopted code of ethics for all of the employees,
directors and officers which is attached to this Annual Report as
Exhibit 14.1.
Item 11: Executive Compensation
The following table sets forth information with respect to
compensation paid by us to our officers and directors during the
three most recent fiscal years. This information includes the dollar
value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
Summary Compensation Table
Name Year Salary $ Bonus $ Other Restricted Securities LTIP All Other
and Annual Stock Underlying Payouts Compensation
Principal CompensationAwards $ Options/SARSs (#) ($) $
Posit ($)
ion
Hong Mei Ma 2010 0 0 0 0 0 0 0
Chief
Executive
2009 0 0 0 0 0 0 0
[1] All compensation received by the officers and directors has
been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing
plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation,
we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in
our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified,
we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or
officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against
public policy, as expressed in the Act and is, therefore,
unenforceable.
Item 12: Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of the date of this prospectus,
the total number of shares owned beneficially by each of our
directors, officers and key employees, individually and as a group,
and the present owners of 5% or more of our total outstanding
shares. The table also reflects what their ownership will be
assuming completion of the sale of all shares in this offering. The
stockholders listed below have direct ownership of his/her shares
and possess sole voting and dispositive power with respect to the
shares. The address for each person is our address at Suite 1707-B,
17th Floor CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China
51003.
Name of Direct Amount
Beneficial Owner of Beneficial Owner Position Percent of Class
Hong Mei Ma 4,000,000 CEO, CFO, 100%
Secretary,
Director
All officers and directors as a Group (1 person)
100%
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Item 12: Certain Relationships and Related Transactions
We issued 4,000,000 shares of common stock to Hong Mei Ma, our president
and a member of the board of directors in October 2009.
Item 13: Exhibits
Exhibit No. Description
3.1* Articles of Incorporation of the Company (incorporated
by reference to the Form S-1 filed with the Securities
and Exchange Commission on January 21, 2011)
3.2* Bylaws of the Company (incorporated by reference to the
Form S-1 filed with the Securities and Exchange Commission
on January 21, 2011)
14 Code of Ethics
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14 of the Securities
and Exchange Act of 1934 as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Item 14: Principal Accountant Fees and Services
1) Audit Fees
The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-QSBs or
services that are normally provided by the accountant in connection
with statutory and regulatory engagements for those fiscal years was:
2010 - $1,200 Kenne Ruan, CPA, P.C.
2009- $1,500 Kenne Ruan, CPA, P.C.
2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported in the preceding
paragraph:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for
the products and services provided by the principal accountant,
other than the services reported in paragraphs (1), (2), and (3) was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 14th of February, 2011.
Vibe Ventures Inc.
(Registrant)
By: /s/ Hong Mei ma
Hong Mei Ma
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Hong Mei Ma President, CEO, Secretary, February 14, 2011
Hong Mei Ma Treasurer and Director
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal year ended October 31, 2010 and period
ended October 31, 2009 F-2
Statements of Operations for the fiscal year ended October 31, 2010
and period ended October 31, 2009 F-3
Statements of Cash Flows for the fiscal year ended October 31, 2010
and period ended October 31, 2009 F-4
Statements of Shareholder's Equity (Deficit) F-5
Notes to Financial Statements F-6
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Vibe Ventures Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Vibe Ventures Inc.
(A development stage company) as of October 31, 2009 and 2010, and the
related statements of operations, stockholders' equity and cash flows
for each of the years of the two-year period ended October 31, 2010.
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
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.
The company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Vibe Ventures Inc. as
of October 31, 2009 and 2010, and the results of its operations and its
cash flows for each of the years in the two-year period ended October 31,
2010 in conformity with accounting principles generally accepted in the
United States of America.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial
statements, the Companys losses from operations 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/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut
February 10, 2011
F-1
Vibe Ventures Inc.
(A Development Stage Company)
Balance Sheets
As of October 31, 2010 and 2009
As of October 31, 2010 As of October 31, 2009
(Unaudited) (Audited)
Assets
Current Assets
Cash and Cash Equivalents $48 $4,083
Total Current Assets $48 $4,083
Total Assets $48 $4,083
Liabilities and Stockholders'
Equity
Current Liabilities
Loan Payable $- $-
Loan from Shareholder $340 $340
Total Current Liabilities $340 $340
Commitments (Note 4)
Stockholders' Equity
Common Stock Authorized:
4,000,000 common shares at $0.001 par
value 4,000 3,000
Total Stockholders' Equity (292) 3,743
Total Liabilities and Stockholders' $ 48 $4,083
Equity
The accompanying notes are an integral part of the consolidated
financial statements.
F-2
Vibe Ventures Inc.
(A Development Stage Company)
Statement of Operations
For the twelve months ended October 31, 2010 and 2009 and from October
19, 2009 (Inception) to October 31, 2010.
For the Year For the Year
Ended Ended
October 31, 2010 October 31,2009 Ocotber 19, 2009 (Inception)
to October 31, 2010
General and Administration
Expenses
Filing Fees $2,000 $194 $2,194
Professional Fees $1,720 $- $1,720
Offices Expenses $300 $- $300
Bank Charges $15 $63 $78
Total Expenses $4,035 $257 $4,292
Net (loss) for the period $(4,035) $(257) $(4,292)
Net (loss) per share
Basic and diluted - - -
Weighted Average Number of Common
Shares Outstanding
Basic and diluted 4,000,000 4,000,000 4,000,000
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
Vibe Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Fiscal Period Ended October 31, 2010 and 2009. And from
October 19, 2009 (Inception), to October 31, 2010.
For the Year
Ended
October 31, 2010 October 31, 2009 October 19, 2009
(Inception) to
October 31, 2010
Operating Activities
Net (loss) for the period $(4,035) $(257) $(4,292)
Changes in non-cash working capital items
Accounts payable and Accrued $- - -
Liabilities
Cash used in operating activities $(4,035) $(257) $(4,292)
Financing Activities
Share Capital Contribution - 4,000 4,000
Shareholder Loan - - 340 340
Cash provided by financing activities - 4,340 4,340
Net Change in Cash (4,035) 4,083 48
Cash, Beginning of Period 4,083 - -
Cash, End of Period $48 $4,083 $48
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
Vibe Ventures Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From October 19, 2009 (Inception Date) to October 31, 2010
Common Stock
Shares Amount Additional Deficit Total
Paid-in Accumulated Stockholders'
Capital During the Equity
Development
Stage
Common stock issued for
cash:
-At $0.001 per share, 4,000,000 $4,000 $0 $0 $4,000
October 31, 2009
- Net loss for the year $(257) $(257)
year end October 31, 2009
Balance, as at October 31, 4,000,000 $4,000 $0 $(257) $3,743
2009
Common Stock issued for cash 4,000,000 $4,000 $0 $0 $0
at $0.01 per share, October
31, 2010
-Net Loss for the year $(4,292) $(4,292)
end October 31, 2010
Balance, as at October 31, 4,000,000 $4,000 $0 $(4,292) $(292)
2010
Vibe Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended October 31, 2010
NOTE 1 Nature and Continuance of Operations
The Company is a development stage company, which was incorporated
on October 19, 2009. Operations started on that Date.
These financial statements have been prepared on a going concern
basis. The company has accumulated a deficit of $ 4,292 since its
inception and has yet to achieve profitable operations and further
losses are anticipated in the development of its business, raising
substantial doubt about the Companys ability to continue as a going
concern. Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations
in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management plans to continue to
provide for its working capital needs by seeking loans from its
shareholders. These financial statements do not include any
adjustments to the recoverability and classification of assets, or
the amount and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern.
The Companys year-end is October 31.
NOTE 2 - Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within the framework of the significant accounting
policies summarized below:
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities for its characterization
of the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance ASC
Topic 360, "Accounting for the Impairment or Disposal of Long-
lived Assets". Under ASC Topic 360, long-lived assets are tested
for recoverability whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. An
impairment charge is recognized or the amount, if any, which the
carrying value of the asset exceeds the fair value.
Foreign Currency Translation
The Company is located and operating outside of the United States of
America. It maintains its accounting records in U.S. Dollars, as
follows:
At the transaction date, each asset, liability, revenue, and expense
is translated into U.S. dollars by the use of exchange rates in
effect at that date. At the period end, monetary assets and
liabilities are remeasured by using the exchange rate in effect at
that date. The resulting foreign exchange gains and losses are
included in operations.
The Company's currency exposure is insignificant and immaterial and
we do not use derivative instruments to reduce its potential
exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments consisting
of cash equivalents and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.
Income Taxes
The Company uses the assets and liability method of accounting for
income taxes in accordance with FASB Topic 740 "Accounting for
Income Taxes". Under this method, deferred tax assts and
liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and
their respective 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.
Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic
net loss per common share is computed by dividing net loss available
to common stockholders by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed
similar to basic net loss per common share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. As at October 31, 2010, diluted net loss per share is
equivalent to basic net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity instruments
issued in accordance with ASC Topic 718, " Compensation- Stock
Compensation". Accordingly, compensation costs attributable to
stock options or similar equity instruments granted are measured at
the fair value at the grant date, and expensed over the expected
vesting period. Transactions in which goods or services are
received in exchange for the issuance of equity instruments are
accounted for based on the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is
more reliably measurable. ASC Topic 718, requires excess tax
benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.
The Company did not grant any stock options during the period ended
October 31, 2010.
Comprehensive Income
The Company adopted FASB Topic 220, Reporting Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The
Company is disclosing this information on its Statement of
Stockholders' Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to
owners.
The Company has no elements of "other comprehensive income" during
the period ended October 31, 2010.
New Accounting Standards
Management does not believe that any recently issued, but not yet
effective accounting standards if currently adopted could have a
material effect on the accompanying financial statements.
NOTE 3- Capital Stock
On October 18, 2009, the Company issued 3,000,000 common shares at
$0.001 per share to the sole director of the Company for the total
proceeds of $3,000.
NOTE 4- Related Party Transactions
The Companys sole officer has loaned the company $340 without
interest and fixed term of repayment.
