SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Fiscal Year Ended: December 31, 2010

Commission File No. 000-53377

FOREVER VALUABLE COLLECTIBLES, INC.

 (Exact Name of Registrant as specified in its charter)

Colorado	41-2230041
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)

535 16th Street, Suite 820
Denver, CO	80202
(Address of principal executive offices)	(zip code)

 

(303) 573-1000

 (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Check whether issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act [ ]

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: [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form and no disclosure will 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. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  

Yes [X]   No [ ].

Registrant had revenues of $500 for its most recent fiscal year. The aggregate market value of the voting stock held by nonaffiliates is approximately $9,400. Our shares of common stock currently trade on the OTCBB.  The number of shares outstanding of the Registrant's common stock, as of the latest practicable date:  March 21, 2011, was 12,012,600.

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FORM 10-K 

Forever Valuable Collectibles, Inc. 

INDEX 

 

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 For purposes of this document, unless otherwise indicated or the context otherwise requires, all references herein to “Forever Valuable,” “we,” “us,” and “our,” refer to Forever Valuable Collectibles, Inc., a Colorado corporation.

 

Forward-Looking Statements

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

 

 Forever Valuable is a corporation which was formed under the laws of the State of Colorado on November 29, 2007. We were a wholly-owned subsidiary of Fincor, Inc. (“Fincor”) until August 13, 2008.

 

On December 5, 2007, the directors of Fincor approved, subject to the effectiveness of a registration with the Securities and Exchange Commission, a spin-off to Fincor shareholders of record as of August 13, 2008 (the “Record Date”), on a pro rata basis, with one (1) Forever Valuable common share to be issued for each one (1) Fincor common share as of the Record Date. Since Fincor’s business is totally unrelated to the proposed activities of Forever Valuable, the Fincor directors decided it was in the best interest of Fincor and Forever Valuable and Fincor's shareholders to spin-off Forever Valuable to better define the role of Fincor. The spin-off was completed in August, 2008.

Business

 

  We purchased our original inventory from Fincor. This was inventory which was originally acquired by Fincor from non-affiliated third parties at the same price as Fincor originally acquired the inventory. This inventory consisted exclusively of sports memorabilia. The inventory consists of commemorative professional and college sports teams and players and coaches on those teams. We acquired the inventory at the original purchase price of $3,211.  To date, we have sold  $1,085 of the inventory.

   

  We plan to identify undervalued items that can be purchased at below retail prices and resold for a profit.  We plan to use other sports memorabilia sellers and auction web sites and will also contact private collectors to develop our inventory. There is risk inherent in any transaction since the collectibles

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market can be volatile and collector’s tastes can change quickly.  Our collectibles merchandise will initially be focused on sports memorabilia. We define sports memorabilia as any product directly related to a member of a professional or college sport. Our goal is to become a significant retailer of sports memorabilia in the United States. Once we have established our presence as a significant retailer of sports memorabilia, we may look at expanding our product line to include other collectibles. We plan to become a significant retailer of sports memorabilia by emphasizing growth through implementing a national operating strategy emphasizing internal revenue growth and profitability.

 

  Key elements of our strategy include:

 

		Develop, Strengthen, and Expand Vendor Relationships. Vendors in the collectibles industry often recognize retailers based on certain volume levels and reputation. We will try to achieve preferred gallery status with key vendors which would entitle us to volume discounts, co-op advertising funds, shipping allowances and other benefits. We will also try to establish exclusive relationships with vendors for certain product lines and items.   We will simultaneously focus on finding inventory on auction web sites and developing relationships with established sports memorabilia vendors throughout the United States, both individually and through trade shows. We will initially focus in the Western half of the United States and online but may also look for opportunities where we can find them. We have done initial research on auction web sites but have had no discussions with vendors at  this time, nor have we attended any trade shows;

		Develop Database Direct Mail, Telemarketing and Internet Marketing Programs. We plan to develop databases that detail the buying patterns and merchandise preferences of potential customers and enable us to conduct targeted database direct mail, telemarketing and Internet marketing programs.

		Establish Operating Procedures. Initially we intend to focus on developing a centralized system to monitor our operations by auditing sales receipts, accounts payables, payroll, purchases and inventory levels and by implementing centralized cash management operations.

Taxes

Various states are increasingly seeking to impose sales or use taxes on inter-state mail order sales and are aggressively auditing sales tax returns of mail order businesses.  Complex legal issues arise in these areas, relating, among other things, to the required nexus of a business with a particular state, which may permit the state to require a business to collect such taxes. At the present time, we are not aware of any states in which we may operate who would impose sales taxes on our transactions.  Although we believe that we can adequately provide for sales taxes on mail order sales, there can be no assurance as to the effect of actions taken by state tax authorities on our financial condition or results of operations. In the future, we may be required to collect sales tax on sales made to customers in all of the states in which we conducts our operations. The imposition of sales taxes on mail order sales generally has a negative effect on mail order sales levels. All of the factors cited above may negatively affect our financial condition and results of operations in the future.  Any such impact cannot currently be quantified.

Operations, Management and Employees

Our plan is to concentrate our operations in the Western half of the United States and online through our website.

We have no full-time employees. We plan to use part-time independent contractors for sales. As we expand, we intend to hire employees. However, we have no present plans to do so.

Marketing and Promotion

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We expect to generate revenues in the next twelve months from memorabilia and collectibles operations using referrals from Fincor and unrelated individuals and entities that operate in the memorabilia and collectibles business. We also plan to market through direct contact with prospective customers. We have no sales representatives who solicit potential clients.

Patents and Trademarks

We do not currently have any patent or trademark protection. If we determine it is feasible to file for such trademark protection, we still have no assurance that doing so will prevent competitors from using the same or similar names, marks, concepts or appearance.

Competition

 

   We have no operating history and, therefore, will have inherent difficulty competing in the crowded collectibles market. Large, well known auction houses and collectibles companies that have been in existence for many years have an extensive, well established client base with whom they have earned credibility and cemented strong long term relationships.  We face the challenge of competing against well entrenched competition with limited capital.  This becomes even more critical in the collectibles market, where the percentage of profits tends to increase exponentially with the size of the purchase.  With the amount of collectibles of dubious origin being sold to unsuspecting buyers, we believe that it will take many years to establish the impeccable reputation necessary to garner the large list of satisfied clients that is essential for any successful collectibles business.  We cannot expect to be a significant factor in the collectibles field in the foreseeable future.

 We do not expect to pay dividends on common stock.

 We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

Effect of Governmental Regulations: Compliance with Environmental Laws

 

   We do not believe that we are subject to any material government or industry regulation.

 

Backlog

   At December 31, 2010, we had no backlogs.

Research and Development

   We have never spent any amount in research and development activities.

How to Obtain Our SEC Filings

We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.

   Our investor relations department can be contacted at our principal executive office located at our principal office, located at 535 16th Street, Suite 820, Denver, Colorado 80202. Our telephone number is (303)573-1000.

 

 

ITEM 1A.  RISK FACTORS

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You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

 

If we do not generate adequate revenues to finance our operations, our business may fail.

                  

        On December 31, 2010, we had a nominal cash position of $519. We had a net loss  of $79,893 for the year ended December 31, 2010, compared to a net loss from inception (November 29, 2007) through December 31, 2010 of  $248,524. Operating costs are expected to range between $30,000 and $50,000, for the fiscal year ending December 31, 2011. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on a per transaction basis for selling our products. However, the operating costs and expected revenue generation are difficult to predict. We intend to generate revenues in the next twelve months from operations using referrals from Fincor, LLC, our former parent company, and unrelated individuals and entities that operate in the memorabilia and collectibles business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. In November, 2007, an organization named A-Squared agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 29, 2008, and extended to November 29, 2015. On November 26, 2009, a motion was presented and passed to extend the Maturity Date of the above notes to November 29, 2015. If we are unable to raise funds to cover any operating deficit after fiscal year ending December 31, 2015, our business may fail.

 

Because we had incurred a loss and have no history of operations, our accountants have expressed doubts about our ability to continue as a going concern.

 For the fiscal period ended December 31, 2010, our accountants have expressed doubt about our ability to continue as a going concern as a result of lack of history of operations, limited assets, and operating losses since inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

●       our ability to locate customers who will use our memorabilia and collectibles services; and

●       our ability to generate revenues.

    

        Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect our operating costs to range between $30,000 and $50,000 for the fiscal year ending December 31, 2011. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

Our success will depend upon our ability to develop relationships with key collectible vendors. If we cannot develop sufficient relationships, we may never become profitable.

Our performance depends, in large part, on our ability to purchase contemporary collectibles merchandise in sufficient quantities at competitive prices. We have no long-term purchase contracts or other contractual assurances of supply, pricing or access to new products. Because customers of collectibles merchandise often collect specific product lines, our inability to obtain collectibles merchandise from a particular vendor could have a material adverse effect on our financial condition and results of operations. Moreover, there can be no assurance that vendors will continue to manufacture desirable collectibles

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merchandise or that vendors will not discontinue manufacturing product lines that have proved popular. There can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to us, or that an inability to acquire suitable merchandise, or the loss of one or more key vendors, will not have a material adverse effect on our financial condition and results of operations.

We must compete in a highly competitive industry. We have not engaged in any operations and may never be able to compete effectively.

The sports collectibles industry is highly fragmented and competitive. In addition to other collectibles retailers, we will compete with mid-to-upscale department stores, gift stores, TV shopping, and collectors clubs. We may even, in certain cases, compete with the owners of the licensed sports products who sell products through their own stores and other marketing channels. All of our competitors are larger and have substantially greater financial, marketing and other resources than us. In addition, although the primary points of competition are service and availability of desired merchandise, there can be no assurance that pricing competition will not develop.  Other retailing companies with significantly greater capital and other resources than us may enter or expand their operations in the collectibles industry, which could change the competitive dynamics of the industry.  Because retailers of collectibles generally do not own the proprietary rights to the products that they sell, the barriers to entry to these industries are not significant.  Therefore, there can be no assurance that additional participants will not enter the market or that we could compete effectively with such entrants. Further, although our management has begun preliminary activities, we have not commenced operations. We are new, have no operating history and, therefore, will have difficulty competing with established companies. There are numerous competitors which are larger, better established, better financed and better known than we are now or can expect to be in the foreseeable future. Even if the maximum number of shares is sold, we will be at a competitive disadvantage to firms that are already established. We cannot expect to be a significant participant in the market for collectibles within the foreseeable future. 

Our business has a seasonal fluctuation in sales, which can develop fluctuating quarterly results in our operations.

The collectibles industry can be subject to seasonal variations in demand. For example, we expect that most of our collectibles operations will see the greatest demand during the winter holiday shopping period. Consequently, we expect to be most profitable during the fourth quarter of our fiscal year.  Quarterly results may also be materially affected by the timing of new product introductions, the gain or loss of significant customers or product lines and variations in merchandise mix. We will make decisions about purchases of inventory well in advance of the time at which such products are intended to be sold. Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.  Significant deviations from projected demand for collectibles merchandise could have a material adverse effect on our financial condition and quarterly or annual results of operations.

We expect to be directly affected by fluctuations in the general economy.

Demand for collectibles merchandise is affected by the general economic conditions in the United States.  When economic conditions are favorable and discretionary income increases, purchases of non-essential items like collectibles merchandise and animation art generally increase.  When economic conditions are less favorable, sales of collectibles merchandise and animation art are generally lower. In addition, we may experience more competitive pricing pressure during economic downturns.  Therefore, any significant economic downturn or any future changes in consumer spending habits could have a material adverse effect on our financial condition and results of operations.

  

We expect our products to be subject to changes in customer taste.

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The markets for our products are subject to changing customer tastes and the need to create and market new products.  Demand for collectibles is influenced by the popularity of certain themes, cultural and demographic trends, marketing and advertising expenditures and general economic conditions. Because these factors can change rapidly, customer demand also can shift quickly. Some collectibles appeal to customers for only a limited time.  The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, timely production and delivery and consumer acceptance. We may not always be able to respond quickly and effectively to changes in customer taste and demand due to the amount of time and financial resources that may be required to bring new products to market.  If we were to materially misjudge the market, certain of our inventory may remain unsold.  The inability to respond quickly to market changes could have a material adverse effect on our financial condition and results of operations.

There are risks associated with a telemarketing strategy.

We have not previously conducted marketing programs according to practices common to the database direct mail, telemarketing and Internet industries, including practices such as the systematic measurement of the response rates generated from its databases or the categorization of entries in the databases by past behavior.  The costs for a new information technology system to effect such integration could be substantial, as could the amount of time needed to acquire and implement such a system.  The inability to develop the various databases successfully, or in a timely and cost effective manner, could have a material adverse effect on our financial condition and results of operations.

We may be affected by sales tax considerations from various states.

Various states are increasingly seeking to impose sales or use taxes on inter-state mail order sales and are aggressively auditing sales tax returns of mail order businesses.  Complex legal issues arise in these areas, relating, among other things, to the required nexus of a business with a particular state, which may permit the state to require a business to collect such taxes. Although we believe that we can adequately provide for sales taxes on mail order sales, there can be no assurance as to the effect of actions taken by state tax authorities on our financial condition or results of operations. In the future, we may be required to collect sales tax on sales made to customers in all of the states in which we conducts our operations. The imposition of sales taxes on mail order sales generally has a negative effect on mail order sales levels. All of the factors cited above may negatively affect our financial condition and results of operations in the future.  Any such impact cannot currently be quantified.   

Our proposed business will be concentrated in only one segment. 

We plan to be in the business of collectibles business, with a focus in the sports area.  Our proposed operations, even if successful, will in all likelihood result in the operation of only one business. Our lack of diversity into a number of areas may subject us to economic fluctuations within our particular business or industry and therefore increase the risks associated with our proposed operations.

Mrs. Stevens has limited experience in the collectibles business.

Although Mrs. Stevens has been engaged in numerous businesses, she has limited prior experience in the collectibles industry, particularly in the auction area. Her experience has been primarily as a collector for several years. Her experience and expertise is in narrow segments of the collectibles industry. We plan to hire additional personnel with experience, although we have no definite plans to do so. There is no guarantee that we will be able to conduct successful operations.

Our business operations will be highly dependent upon our ability to attract and maintain key employees with experience in the memorabilia and collectibles business. We must be able to attract

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and retain key personnel to fully staff our operations. We are completely dependent upon Mrs. Stevens for our operations.

The ultimate success of our business operations will be highly dependent upon our ability to attract and maintain key employees with experience in the memorabilia and collectibles business. The process of hiring employees with the combination of skills and attributes required to carry out our business plan is extremely competitive and time-consuming. However, to date, we have not hired anyone. Mrs. Stevens currently performs all of our operations. We cannot guarantee that we will be able to identify and/or hire qualified personnel as and when they are needed for our operations. The loss of the services of Mrs. Stevens or the inability to attract qualified personnel, could materially adversely affect our business, financial condition and results of operations. No one in our company has a written employment agreement.

The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.

 

 We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.

As our stock will not be listed on NASDAQ or another national exchange, trading in our shares will be subject to rules governing "penny stocks," which will impair trading activity in our shares.

 

 As we do not intend to list our stock on NASDAQ or another national exchange, our stock will therefore be subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker-dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

 

 These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares. You will also find it difficult to obtain accurate information about, and/or quotations as to the price of, our common stock.

Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.

 

 We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders who receive shares in the spin-off may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.

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The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.

 

 Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

The share control position of Jodi and Robert Stevens will limit the ability of other shareholders to influence corporate actions.

 

After distribution of our shares to the Fincor shareholders, our largest shareholder, Jodi Stevens and Robert Stevens, will own and control 11,495,000 shares and thereby control approximately 96.4% of our outstanding shares. Because Jodi Stevens and Robert Stevens individually will beneficially control more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.

 

Our future success depends, in large part, on the continued service of our President.

 

We depend almost entirely on the efforts and continued employment of Mrs. Stevens, our President and Secretary-Treasurer. Mrs. Stevens is our primary executive officer, and we will depend on her for nearly all aspects of our operations. We do not have an employment contract with Mrs. Stevens, and we do not carry key person insurance on her life. The loss of the services of Mrs. Stevens through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as Mrs. Stevens.

 Our future success depends, in large part, on the continued financing of A-Squared.  The loss of this financing would have a material adverse effect on our business

A-Squared is our only source of continued financing. A-Squared is owned by Jodi Stevens and Robert Stevens. It would be very difficult to find a financing source to replace A-Squared. The loss of the A-Squared financing would have a material adverse effect on our business.

ITEM 2. DESCRIPTION OF PROPERTY.

We currently use the mailing address of 535 16^th Street, Suite 820, Denver, Colorado 80202. We own no real estate nor have plans to acquire any real estate. All of our management activities are performed in Colorado. 

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ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We held only one shareholders meetings during the fiscal year for the purpose of adding another director.  Patricia Philbrook was appointed to the position of Secretary and a Director as of March 24, 2010.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Holders

As of March 21, 2011, there were 46 record holders of our common stock and there were 12,012,600 shares of our common stock outstanding.

  

Market Information

 

   We have recently been cleared for trading on the OTCBB but we have only one market maker and no public market has yet been developed. There can be no assurance that a public trading market will develop  or be sustained in the future. Without an active public trading market, you may not be able to liquidate your shares without considerable delay, if at all. If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations. Factors we discuss in this prospectus, including the many risks associated with an investment in our company, may have a significant impact on the market price of our common stock. Also, because of the relatively low price of our common stock, many brokerage firms may not effect transactions in the common stock. 

 

    We plan to apply for quotation of the Common Stock on the OTC Bulletin Board operated by the National Association of Securities Dealers, Inc.

Dividend Policy

   We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

Equity Compensation Plan Information

We have no outstanding stock options or other equity compensation plans.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities Enforcement and Penny Stock Reform Act of 1990 require additional disclosure and documentation related to the market for penny stock and for trades in any stock defined as a penny stock. Unless we can acquire substantial assets and trade at over $5.00 per share on the bid, it is more likely than not that our securities, for some period of time, would be defined under that Act as a "penny stock." As a

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result, those who trade in our securities may be required to provide additional information related to their fitness to trade our shares. These requirements present a substantial burden on any person or brokerage firm who plans to trade our securities and would thereby make it unlikely that any liquid trading market would ever result in our securities while the provisions of this Act might be applicable to those securities.

Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which

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contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

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contains a description of the broker's or dealer's duties to the customer  and of the rights and remedies available to the customer with respect to a  violation to such duties or other requirements of the Securities Act of  1934, as amended;

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contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

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contains a toll-free telephone number for inquiries on disciplinary actions;

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defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

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contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

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the bid and offer quotations for the penny stock;

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the compensation of the broker-dealer and its salesperson in the transaction;

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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

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monthly account statements showing the market value of each penny stock held in the customer’s account.

  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

 

Stock Transfer Agent

 The stock transfer agent for our securities for the fiscal year ended December 31, 2010 was X-Pedited Transfer Corporation of Denver, Colorado whose address is 535 16^th Street, Suite 820, Denver, Colorado 80202.  As of March 08, 2011, the stock transfer agent for the Company is Island Stock Transfer, Inc. whose address is 100 Second Avenue South Street, Suite 705S, Petersburg, FL 33701.  At the time the contract agreement with the new transfer agent was executed, the Company authorized the issuance of 40,000 restricted shares of its common stock in the name of Island Capital Management of the same address identified above in Petersburg, Florida.

12

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Set forth below is our selected financial data as of and for the years ended December 31, 2009 and December 31, 2010. This financial information is derived from our financial statements and related notes included elsewhere in this prospectus and is qualified by reference to these financial statements and the related notes thereto.

Balance Sheet Data		December 31,				December 31,
		2010				2009
Total assets		$	4,478		$	5,678
Current assets		$	4,478		$	5,678
Current liabilities		$	67,154		$	46,825
Deficit accumulated during the development stage		$	(248,524	)	$	(168,631)
Shareholders' Deficit		$	(62,676	)	$	(41,147)

 

Operating Statement Data		For the Year Ended December 31, 2010				For the Year Ended December 31, 2009
Revenues		$	-500-		$	-585-
Net income (loss)		$	(79,893)		$	(77,867)
Weighted average number of common shares			11,970,754			11,944,510
Basic and diluted income (loss) per common share		$	(0.01	)	$	(0.01)

 

  

 

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

 

 Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations that are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service financing and refinancing efforts, general economic conditions, and changes in applicable laws or regulations. The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

 

13

 Our activities have been primarily focused on organization as a development stage enterprise since planned principal operations have not yet commenced. Accordingly, management does not consider the historical results of operations to be representative of our future results of operation. Our development stage began with our incorporation. Our plan is to own and operate a sports and non-sports memorabilia and collectibles business. See “Business” below.

 

Critical Accounting Policies

 

 We have identified the following policies below as critical to our business and results of operations. For further discussion on the application of these and other accounting policies, see Note 1 to the accompanying audited financial statements for the period ended December 31, 2010.  Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

Use of Estimates in the Preparation of Financial Statements

 

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

 

Revenue Recognition

 

 The company had revenues of $500 during the period ended December 31, 2010. Anticipated future operating revenue will represent product sales in connection owning and operating a memorabilia and collectibles business. Such revenues will be recorded as the memorabilia and collectibles are sold.

Plan of Operation for December 31, 2010 to December 31, 2011.

 

 Forever Valuable intends to own and operate a memorabilia and collectibles business. Our operating costs are expected to range between $30,000 and $50,000 for the fiscal year ending December 31, 2011. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from memorabilia and collectibles operations using referrals from Fincor and unrelated individuals and entities that operate in the memorabilia and collectibles business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. In November, 2007, an organization named A-Squared agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 29, 2009, and was extended until November 29, 2015. If we are unable to raise funds to cover any operating deficit after fiscal year ending December 31, 2010, our business may fail.   We have generated minimal revenues during the period ended December 31, 2009, and management does not anticipate any significant revenues until June, 2011 as contemplated by our business plan.

  

  We have minimal inventory valued at $3,959. We anticipate implementing the following business plan for our next twelve months:

 

14

        As we have attempted to implement our business plan over the last 26 months, we will continue to concentrate on the purchase of inventory.  The new inventory will consist primarily of sports collectibles and will be obtained in the following ways:

 

1.	Continued development of business contacts.

2.	Setting up a table at major sports collectibles trade show in the Midwest and West.  We plan to purchase inventory brought into the show by collectors who want to sell.

3.	Making buying trips.  Prior to any trips, a small ad will be placed in the local newspaper to notify collectors of the location and times when they can bring their collectibles to be purchased.

 

          In the months ahead, we will continue to purchase sports memorabilia to build an appropriate inventory level.  Initially, we will sell our inventory on a cash-only basis. At some point within the next twelve months of our operations, we will begin selling inventory on EBAY and begin accepting credit cards in order to reach a potential broader market.

  The new inventory will be acquired by attending at least one large trade show, by contacting private collectors, and through other sports collectibles business contacts. Throughout this process, we will continue to sell by advertising in hobby publications and by selling at all trade shows attended. We will begin plans to hold a live public auction which will be held in Denver and be run by a licensed, third party auctioneer, who we will hire.  

 

We anticipate taking additional buying trips and attending at least one major trade show. Once we hold the public auction, we will keep the list of all attendees and add them to our mailing list.  We will begin to plan a direct mail sale targeted to our mailing list.  We will continue to attend at least one trade show per month and buying and selling inventory.

As business progresses, we plan to attend another trade show and to make another buying trip. Furthermore, we plan to begin to put together a direct sales email campaign to send out to our mailing list.  New customers will always be solicited at each trade show attended.

We plan to send out the email sales offering.  If sales and profits justify, we will begin interviewing possible additions to staff.  We will continue to attend at least one trade show per month and buying and selling inventory.

We will develop a company website.  The site would be a virtual store, where prospective buyers can see a list of available merchandise and view pictures of the more expensive items.  We will continue to buy and sell inventory.

Following activation of the company website, we will promote the website in all hobby publication ads and when selling auction lots on EBAY.  We will send emails to our mailing list promoting the website.  Continue attending trade shows and plan an additional buying trip.

We anticipate developing our plan for the next twelve months using a combination of our loan from A-Squared and the cash flow generated from sales.

Seasonality

 

We expect that our business will be seasonal with most revenue generated in the latter half of the calendar year. However, with our startup phase, we do not anticipate any material revenue until June, 2011.

 

15

Results of Operations

 

 We had $500 in revenue for the fiscal year ended December 31, 2010.  Operating expenses during the period ended December 31, 2010 totaled $72,997 consisting of filing fees, professional fees and rent.

Liquidity and Capital Resources

 

 At December 31, 2010, we had a nominal cash balance of $ 519. Our total assets were $4,478.  At December 31, 2010 our current liabilities were $67,154, which consists of accounts payable, interest accrued payable, and loans payable. While contributed services and fees throughout the development stage total $176,509 in additional paid-in capital, total operating losses for the same period equal $248,524, resulting in a net shareholders’ deficit of $62,676 at the fiscal year ended December 31, 2010.

  

Financial Position

 

 At December 31, 2010, we had no commitments for capital expenditures. In November, 2007, A-Squared agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was originally due November 29, 2008, with a possible extension ending November 29, 2009. On November 26, 2008, a motion was presented and passed to extend the Maturity Date of the above notes to November 29, 2009. On November 29, 2009 a motion was passed to extend the Maturity date of the above notes to November 29, 2015. Management estimates it will take approximately an additional $30,000 - $50,000 per year to fund proposed operations. We have since posted offered our inventory on our EBay site. Since we have limited operating history, it is uncertain whether revenue from operations will be sufficient to cover our operating expenses. In addition, the current economic crisis has led to an overall consumer confidence decline. The demand for sports memorabilia has declined due to the overall conservative nature displayed in consumer behaviors over the last three quarters. Holiday spending was largely over projected in all sectors of consumer spending.  Furthermore, we have no commitment for funding after fiscal year 2015. 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

 

A smaller reporting company is not required to provide the information in this Item.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLIMENTARY DATA

16

FOREVER VALUABLE COLLECTIBLES, INC.

(A Development Stage Company)

Index to Financial Statements

		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets at December 31, 2010 and 2009		F-3
Statements of Operations for the years ended December 31, 2010 and 2009,
	and from November 29, 2007 (inception) through December 31, 2010	F-4
Statement of Changes in Shareholders' Deficit from
	November 29, 2007 (inception) through December 31, 2010	F-5
Statements of Cash Flows for the years ended December 31, 2010 and 2009,
	and from November 29, 2007 (inception) through December 31, 2009	F-6
Notes to Financial Statements		F-7

F-1

17

Cordovano and Honeck LLP

Certified Public Accountants                                

88 Inverness Circle East

Building M-103

Englewood, Colorado 80112

(303) 329-0220 Phone

(303) 316-7493 Fax

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Shareholders of

Forever Valuable Collectibles, Inc.

We have audited the accompanying balance sheet of Forever Valuable Collectibles, Inc. (a development stage company) as of December 31, 2010 and 2009, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2010, and 2009, and from November 29, 2007 (inception) through December 31, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Forever Valuable Collectibles, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009, and from November 29, 2007 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has incurred net losses during the development stage and at December 31, 2010 and 2009, had net capital deficiencies.  Those conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cordovano and Honeck LLP

Englewood, Colorado

March 23, 2011

F-2

18

FOREVER VALUABLE COLLECTIBLES, INC.

(A Development Stage Company)

Balance Sheets

										December 31		December 31,
										2010		2009
Assets
Assets:
	Cash								$	519	$	2,690
	Merchandise inventory, at cost									3,959		2,988
							Total Assets		$	4,478	$	5,678
Liabilities and Shareholders’ Deficit
Liabilities:
	Accounts payable:
		Related parties (Note 2)							$	11,289	$	1,118
		Other								2,985		4,874
	Notes payable, related parties (Note 2)									38,920		33,920
	Accrued interest payable, related parties (Note 2)									13,960		6,940
						Total liabilities				67,154		46,825
Shareholders’ deficit (Note 3):
	Preferred stock, no par value; 1,000,000 shares authorized,
		-0- and -0- shares issued and outstanding, respectively								—		—
	Common stock, no par value; 50,000,000 shares authorized,
		11,972,600 and 11,960,600 shares issued and outstanding, respectively								9,329		8,211
	Additional paid-in capital									176,519		119,273
	Deficit accumulated during the development stage									(248,524)		(168,631)
						Total shareholders’ deficit				(62,676)		(41,147)
							Total Liabilities and Shareholders’ Deficit		$	4,478	$	5,678

See accompanying notes to condensed financial statements

F-3

19

FOREVER VALUABLE COLLECTIBLES, INC.

(A Development Stage Company)

Statements of Operations

											For The Year Ended December 31, 2010								For The Year Ended December 31, 2009					November 29, 2007( Inception) Through December 31, 2010
Net sales and gross revenue									$	500								$	585		$					1,085
Cost of Goods Sold												350							450							800
		Gross Margin										150							135							285
Contributed rent and services (Note 2)																57,246			57,246							176,509
Selling, general and administrative
	expenses, related parties (Note 2)															7,647			1,000							7,329
Selling, general and administrative
	expenses, other															8,104			13,956							49,901
		Operating loss														(72,847)			(72,067)							(233,454)
Other income (expense):
	Interest expense															(7,046)			(5,800)							(15,070)
		Loss before income taxes														(79,893)			(77,867)							(248,524)
Income taxes (Note 4):
	Income tax provision															—			—								—
					Net loss				$						(79,893)			$	(77,867)	$				(248,524)
Basic and diluted loss per share									$						(0.01)			$	(0.01)
Weighted average common shares outstanding																	11,970,754		11,944,510

See accompanying notes to condensed financial statements

F-4

20

FOREVER VALUABLE COLLECTIBLES, INC.

(A Development Stage Company)

Statement of Changes in Shareholders' Deficit

See accompanying notes to condensed financial statements

F-5

21

FOREVER VALUABLE COLLECTIBLES, INC.

(A Development Stage Company)

Statements of Cash Flows

										For The Year Ended December 31, 2010		For The Year Ended December 31, 2009		November 29, 2007(Inception) through December 31, 2010
Cash flows from operating activities:
	Net loss								$	(79,893)	$	(77,867)	$	(248,524)
	Adjustments to reconcile net loss to net cash
		used by operating activities:
		Share-based payment								—		1,000		1,510
		Contributed services (Note 2)								48,000		48,000		148,000
		Contributed rent (Note 2)								9,246		9,246		28,509
			Changes in operating assets and liabilities:
					Inventory					(971)		247		(748)
					Accounts payable					9,400		(207)		17,919
					Accrued interest related party					7,047		4,990		13,960
							Net cash used in
								operating activities		(7,171)		(14,591)		(39,374)
Cash flows from financing activities:
	Proceeds from issuance of related party notes									5,000		17,069		33,893
	Proceeds from issuance of common
		stock, net of issuance costs								—		—		1,000
							Net cash provided by
								financing activities		5,000		17,069		39,893
							Net change in cash and
								cash equivalents		(2,171)		2,478		519
Cash and cash equivalents:
	Beginning of period									2,690		212		—
	End of period								$	519	$	2,690	$	519
Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Income taxes							$	—	$	—	$	—
		Interest							$	—	$	—	$	—
Non-cash financing activities:
	Shares issued for property								$	—	$	—	$	711
	Shares issued for liabilities (Note 3)								$	1,118	$	2,500	$	3,618

See accompanying notes to condensed financial statements

F-6

22

(1)  Nature of Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

Upon effectiveness of a Registration Statement filed with the Securities and Exchange Commission (“SEC”) by Forever Valuable Collectibles, Inc. (the “Company” or “we”), X-Clearing Corporation (“X-Clearing”), formerly known as Fincor, Inc. completed the spin-off of the Company to its shareholders of record as of August 13, 2008.  The transaction was effected by the issuance of 11,920,600 shares of the Company’s common stock to X-Clearing in exchange for cash and property.  

X-Clearing shareholders retained their X-Clearing common shares and, after the spin-off, received (1) share of the common stock of the Company for each share of X-Clearing common stock held.  Immediately following the spin-off, X-Clearing’s shareholders owned approximately 100 percent of the Company’s common stock.   

The Company accounted for the spin-off based on recorded amounts.

The Company is incorporated in the State of Colorado and plans to enter the memorabilia and collectible industry.  The Company is a development stage enterprise in accordance with accounting principles generally accepted in the United States of America.

Basis of Presentation and Going Concern

We have a limited history of operations, limited assets, and an operating loss since inception.  Our current burn rate is between $30,000 and $50,000 annually and we may incur additional operating losses in future periods.  In addition, there is no assurance that we will be able to access capital markets to raise funds sufficient to cover any future operating losses.    

Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate customers who will use our memorabilia and collectibles services and our ability to generate sales revenues.  However, we have generated nominal revenues from our inception, and at December 31, 2010 and 2009, we had cash positions of $519 and $2,690, respectively.  

In November, 2007, A-Squared Holdings, Inc., an affiliated company, agreed to provide us with a credit facility of $200,000 for working capital (see Note 2).  There is no assurance that this credit facility will be sufficient to meet our future cash needs.  A second affiliate, X-Clearing has also advanced working capital to us on an as-needed basis in exchange for promissory notes (see Note 2).  There is no assurance that these loans will continue in the future.

As a result, our auditors are uncertain about our ability to continue as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Risks and Uncertainties

The collectibles industry can be subject to seasonal variations in demand.  We expect that most of our collectibles operations will see the greatest demand during the winter holiday shopping period.  Consequently, we expect to be most profitable during the fourth quarter of our fiscal year.  Quarterly results may also be materially affected by the timing of new product introductions, the gain or loss of significant customers or product lines and variations in

F-7

23

 merchandise mix.  We will  make  decisions about purchases of inventory well in  advance  of the  time at  which  such  products  are  intended  to be sold. Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.  Significant  deviations  from  projected  demand for  collectibles merchandise  could have a material  adverse  effect on our  financial condition  and  quarterly or annual  results of  operations.  

Demand for collectibles merchandise is affected by the general economic conditions in the United States.  When economic conditions are favorable and discretionary income increases, purchases of non-essential items like collectibles merchandise and animation art generally increase.  When economic conditions are less favorable, sales of collectibles merchandise and animation art are generally lower. In addition, we may experience more competitive pricing pressure during economic downturns.  Therefore,   any significant economic downturn or any future changes in consumer spending habits could have a material adverse effect on our financial condition and results of operations.  

The markets for our products are subject to changing customer tastes and the need to create and market new products.  Demand for  collectibles  is  influenced by the  popularity of certain  themes, cultural and  demographic  trends,  marketing and advertising  expenditures  and general economic conditions.  Because these factors can change rapidly, customer demand also can shift quickly.  

Use of Estimates

The preparation of financial statements in accordance 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 the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Inventory

Inventory, consisting of collectibles held for sale, are stated at the lower of cost (specific identification method) or market.

Revenue Recognition

The Company earned revenues of $500 and $585 for the years ended December 31, 2010 and 2009, respectively.  There was no revenue earned prior to 2009.  Anticipated future operating revenue will represent product sales in connection with owning and operating a memorabilia and collectibles business.  We recognize revenue on the sale of our inventory when persuasive evidence of an arrangement exists, delivery has occurred, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured.

Shipping and Handlings cost

Shipping and handling fees billed to customers are recorded as revenues while the related shipping and handling costs are included in other cost of revenues. The Company has not incurred any shipping costs

in its development stage.

F-8

24

Advertising Costs

The Company plans to expense all advertising costs as incurred.  The Company had no advertising costs during the years ended December 31, 2010 and 2009.

Income Taxes

We maintained a full valuation allowance on our net deferred tax assets as of December 31 2010 and 2009. The valuation allowance was determined in accordance with the provisions of Accounting Standards Codification (ASC) No. 740, Accounting for Income Taxes (ASC 740), which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction by jurisdiction basis.  Expected future losses represented sufficient negative evidence under ASC 740 and accordingly, a full valuation allowance was recorded against deferred tax assets.  We intend to maintain a full valuation allowance on the deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

Our tax provision was $-0- on a pre-tax losses of $79,893 and $78,638 for the years ended December 31, 2010 and 2009, respectively.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  The Company believes that its income tax filings positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial conditions, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded.

Fair Value of Financial Instruments

The Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.  

The carrying amounts of cash and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

The FASB ASC clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.                                                            F-9
	Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Stock-based Compensation

Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the value of the awards and is recognized as expense over the vesting period.

Loss per Common Share

Accounting Standards Codification No. 260, Earnings per Share, requires presentation of “basic” and “diluted” earnings per share on the face of the statements of operations for all entities with complex capital structures.  Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period.  Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. At December 31, 2010 and 2009, a warrant to purchase 200,000 shares of our common stock was excluded from diluted earnings per share because it was anti-dilutive.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements (Topic 820) — Fair Value Measurements and Disclosures” (ASU 2010- 06), to add additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3. The adoption of this standard did not have a material impact on our financial statements.

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events”. ASU 2010-09 was issued to amend ASC 855 to remove the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. This change is intended to alleviate potential conflicts with current SEC guidance. The provisions of ASU 2010-09 are effective upon issuance. The adoption of ASC 855 and ASU 2010-09 did not have a material impact on our financial statements.

(2)  Related Party Transactions

Rent expense of $9,246 was recognized during the years ended December 31, 2010 and 2009 for contribution of office space by an affiliate.  The Board of Directors valued the contribution based on rent for similar space in the local area.

Our President and Director contributed her time and attendance during 2010 and 2009.  We recognized $48,000 for the years ended December 31, 2010 and 2009, in contributed service expense.  The Board of Directors valued the contribution based on prevailing rates for similar services in the local area.

F-10

26

During the years ended December 31, 2010 and 2009, we incurred stock transfer agent fees to X-Pedited Transfer Corp., an affiliate, totaling $2,954 and $1,000, respectively.  At December 31, 2009, the unpaid balance to the affiliate was $1,118, and is included in the accompanying balance sheet as accounts payable, related party. During February 2010, we issued 12,000 shares of our common stock to X-Pedited Transfer Corp. as payment for the December 31, 2009 obligation.

During the year ended December 31, 2010, we incurred accounting and Edgar filing fees to PEC Services, Inc. (“PEC”) totaling $4,693.  Our corporate secretary and director, who was appointed in March 2010, is a principal in PEC. At December 31, 2010, the unpaid balance to PEC was $7,681, and is included in the accompanying balance sheet as accounts payable, related parties.

Our affiliates, X-Clearing Corp. and A-Squared Holdings, Inc., have provided us cash since our inception to cover operating expenses pursuant to the terms of unsecured promissory notes.

As of December 31, 2010 and 2009, notes payable to related parties, consist of the following:

		December 31,
		2010		2009
Demand notes payable to affilliate A-Squared Holdings, Inc. issued  between February 2008 and September 2010, due on demand not to exceed a maturity date of November 29, 2015, unsecured and bearing interest at 15%, interest payable every 90 days
	$	20,347	$	15,320
Demand notes payable to affilliate X-Clearing issued between January 2008 and March 2009, due on demand not to exceed a maturity date of November 29, 2015, unsecured and bearing interest at 15%, interest payable every 90 days
		18,573		18,573
Total notes payable, related parties	$	38,920	$	33,893

Accrued interest payable as of December 31, 2010 and 2009 were $13,960 and $6,940, respectively.

(3)  Shareholders’ Deficit

Preferred stock

We are authorized to issue 1,000,000 shares of no par value preferred stock; the classes and features of which will be determined by the Board of Directors.

Common stock

We are authorized to issue 50,000,000 shares of no par value common stock.  The shares do not have preemptive rights and cumulative voting is not permitted.

During October 2008, we issued 5,000 shares of common stock to a vendor in exchange for payment of professional fees.  The transaction was recorded based on the fair value of the services rendered, which totaled $500, or $0.10 per share.

During March 2009 and September 2009, we issued 25,000 and 10,000 shares of common stock, respectively, to our stock transfer agent, X-Pedited Transfer Corp., an affiliate, for payment of professional services.  

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25,000 shares were issued as payment for a December 31, 2008 liability related to services rendered during 2008.  10,000 shares were issued for services performed during 2009.  The transactions were recorded based on the fair value of the services rendered, which totaled $3,500, or $0.10 per share.

Warrant to purchase our common stock

On November 29, 2007 the Board of Directors unanimously approved the granting of a warrant to A-Squared

Holdings, Inc. in exchange for providing a one-year, $200,000 credit facility to the Company (See Note 5).

The warrant vested as of the date of the grant and expires in five years.  All 200,000 shares underlying the warrant are exercisable at $0.001 per share.  The Board of Directors valued the shares of common stock at the fair value of $0.00005 per share on the date of grant using the Black-Scholes option pricing model.  Compensation expense totaling $10 was recognized during the period ended December 31, 2007.  No warrants had been exercised through December 31, 2010.

The status of the Company’s outstanding warrant is as follows:

                                                                                                   

The weighted average fair value of the warrant granted on November 29, 2007 was estimated on the date of grant using the Black-Sholes option-pricing model at $0.00035 per share or $10.  The fair value of the options granted is estimated on the date of grant using the following assumptions: dividend yield of zero, expected volatility of 100%, risk free interest rate of 3.42 percent, and an expected life of five years.

(4)  Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the effective tax rates at December 31, 2010 and

F-12

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December 31, 2009 is as follows:

	December 31,
	2010		2009
U.S. federal statutory graduated rate	15.00%		15.00%
State income tax rate,
net of federal benefit	3.94%		3.94%
Permanent differences	-13.57%		-13.93%
Net operating loss for which no tax
benefit is currently available	-5.37%		-5.01%
	0.00%		0.00%

At December 31, 2010, deferred tax assets consisted of a net tax asset of $13,886, due to an operating loss carryforward of $72,786, which was fully allowed for, in the valuation allowance of $13,886.  The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.  The changes in the valuation allowance for the year ended December 31, 2010 and 2009 was $4,288 and $3,905, respectively. Net operating loss carryforwards will expire through 2030.  The value of these carryforwards depends on the ability of the company to generate taxable income.

The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized.  At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired and the allowance is no longer required.

(5)  Subsequent Events

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed though March 21, 2011, which is the date financial statements were issued.   No reportable subsequent events were noted other than those described below.

Note Payable, Related Parties

On January 5, 2011, A-Squared Holdings, Inc. advanced the Company an additional $5,000 for working capital under the terms of the promissory notes discussed above in Note 2.

New Stock Transfer Agent and Share Issuance

On March 10, 2011, the Company issued a board resolution for the selection of a new transfer agent, Island Stock Transfer whose address is reported as 100 Second Avenue Street South, Suite 705S, Petersburg, Florida.  As part of the contract agreement execution with Island Stock Transfer, the Company signed a corporate resolution authorizing the issuance of 40,000 shares of restricted common stock. Said shares were issued on March 8, 2011.

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

 

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).   Accordingly, we concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, 2010 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

i.            pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

ii.            provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in  accordance with U. S. generally accepted accounting principles, and  that our receipts and expenditures are being made only in accordance with  authorizations of our management and directors; and

iii.           provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

      Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010 and has concluded that our internal control over financial reporting was effective as of December 31, 2010.

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Inherent Limitations Over Internal Controls

  Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control Over Financial Reporting.

 We have made no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

 This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

 

 

ITEM 9B. OTHER INFORMATION.

 

      Nothing to report.

 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS & CORPORATE GOVERNANCE

         Set forth below is the name of our director and officer, all positions and offices held with us, the period during which she has served as such, and the business experience during at least the last five years:

Name	Age	Position
Jodi Stevens Patricia Philbrook	45 55	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director Secretary and a Director

         Jodi Stevens has been the President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary-Treasurer and a Director of our company since inception on November 29, 2007.  She has been Secretary of Fincor, Inc. since 2005 and serves as President of X-Pedited Transfer Corporation, Fincor’s subsidiary.  She has been with X-Pedited Transfer Corporation since its inception in January 2007.  She has worked for two Fortune 500 companies, Ball Aerospace Systems Group, 1986-1992, and Coram Healthcare, 1994 to 1996.  With Ball Aerospace, she handled Public and Investor Relations as well as social events while supporting the Vice President of Human Relations and the Vice President of Public Affairs.  She also managed the department’s budget and non-profit projects.  With Coram Healthcare she worked in Human Resources dealing with the issues of preparing the annual EEOC (Equal Employment Opportunity Company) reports, as well as various other human resources issues.  From 1996-2001 she was with LRG Group, LLC as office manager.  She was educated at Metropolitan State College, Denver, Colorado. She will devote a minimum of forty hours per month to our operations.

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Patricia Philbrook was appointed to the position of Corporate Secretary as of March 24, 2010. Patricia Philbrook (54 years) has been Secretary /Treasurer of PEC Services, Inc. since November 19, 1999. PEC Services, Inc. offers financial and business planning services as well as accounting consulting services to small and midsize companies.  Prior to forming PEC Services, Ms. Philbrook had worked for Pacific Mountain Network (PMN) as its controller for seven years.  PMN was an non-profit association of public television companies located in the western region of the United States and as controller, Ms. Philbrook was responsible for the proper and accurate accounting of various grant monies received including those with the Corporation for Public Broadcasting, National Science Foundation and Channel One, which was responsible for providing original educational broadcasting content in middle and secondary schools in this region.  Prior to PMN, Ms. Philbrook was the controller for Thomas Perkins, a local advertising agency located in Denver with accounts such as Qwest, Xcel Energy, First Bank. She was in charge of financial reporting for the agency as well as managing an extensive office build-out project and keeping that project on time and under budget.  Prior to moving to Denver from San Francisco, CA in 1991, she worked for four years (through 1989) with the San Francisco office of Grant Thornton, a top-ten international accounting firm in their management consulting department.  Ms. Philbrook received her B.S. in Information Systems Management from the University of San Francisco in 1986 after having worked in various senior accounting positions for the previous ten years.

Committees of the Board of Directors

 

         Currently, we do not have any committees of the Board of Directors.

 

Director and Executive Compensation

 

          Our President and Director contributed her time and attendance during the period from November 29, 2007 through December 31, 2009.  Although no compensation has been paid and no stock options have been granted to any officer or director in the last three fiscal years, we recognize that she has accrued salary compensation of $48,000 year ended December 31, 2009, and $48,000 for the year end December 31, 2010, and a total of $148,000 for her contributed services expense from inception through December 31, 2010.  The Board of Directors valued the contribution based on prevailing rates for similar services in the local area. 

 

Employment Agreements

 

 We have no written employment agreements with our executive officer.

 

Equity Incentive Plan

 

 We have not adopted an equity incentive plan, and no stock options or similar instruments have been granted to any of our officers or directors.

 Indemnification and Limitation on Liability of Directors

 

 Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by Colorado law. Specifically, our directors will not be personally liable to our company or any of its shareholders for monetary damages for breach of fiduciary duty as directors, except liability for (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) voting for or assenting to a distribution in violation of Colorado Revised Statutes Section 7-106-401 or the articles of incorporation if it is established that the director did not perform his duties in compliance with Colorado Revised Statutes Section 7-108-401, provided that the personal liability of a director in this circumstance shall be limited to the amount of distribution which exceeds what could have been distributed without violation of Colorado Revised Statutes Section 7-106-401 or the articles of incorporation; or (iv) any transaction from which the director directly or indirectly derives an improper personal benefit. Nothing contained in the provisions will be construed to deprive

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any director of his right to all defenses ordinarily available to the director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person. 

 

 At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.

 

Code of Ethics

 

         Our board of directors has not adopted a code of ethics but plans to do so in the future.

 

 

ITEM 11.  EXECUTIVE COMPENSATION

Our President and Director contributed her time and attendance during the period from November 29, 2007 through December 31, 2009.  Although no compensation has been paid and no stock options have been granted to any officer or director in the last three fiscal years, we recognize that she has accrued salary compensation of $48,000 year ended December 31, 2009, and $48,000 for the year end December 31, 2010, and a total of $148,000 for her contributed services expense from inception through December 31, 2010.  The Board of Directors valued the contribution based on prevailing rates for similar services in the local area. 

  Our officer and director did not receive nor was she entitled to receive any finder’s fee, either directly or indirectly, as a result of her efforts to implement our business plan outlined herein.  No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees. 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        

        The following sets forth the number of shares of our no par value common stock beneficially owned by (i) each person who, as of March 13, 2011, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 11,972,600 shares of common stock were issued and outstanding as of March 13, 2011.

 

Name	Number of Shares	Percentage Ownership
Jodi Stevens(1)	11,495,000	96%
535 16th Street, Suite 820
Denver, Colorado  80202 PEC Services, Inc (2) 535 16th Street, Suite 820 Denver, CO 80202	10,000	0.1%
_______________________
All Officers and Directors as a Group	11,505,000	96%
(one person)

(1)

A total of 11,475,000 shares are owned of record jointly by Robert and Jodi Stevens through SHC, LLC. In addition, X-Clearing Corp, a subsidiary of Fincor, LLC., owns 20,000 shares. Mrs. Stevens has beneficial ownership and control of all of the shares. In addition, Jodi Stevens and Robert Stevens own A-Squared, which has a total of 200,000 warrants issued to it, exercisable at a price of $0.001 per share subject to adjustment, for a period of five years from the date of issuance.

(2)

PEC Services is controlled by Patricia Philbrook, who was appointed to the position of Secretary and a Director as of March 24, 2010.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On November 29, 2007, an organization named A-Squared, agreed to provide operating capital in the form of a loan of $200,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was originally due November 29, 2008.  The maturity date of this note may be extended at the option of A-Squared  for a period of one year following the maturity date provided A-Squared  receives a renewal fee equal to 1.5% of the then outstanding principal balance due. However, the maturity date of this note will not be extended past November 29, 2015. The note is at an interest rate of 15% per annum, with interest payments to be made every ninety days, beginning ninety days from the date of the promissory note. A-Squared is a company owned by Robert and Jodi Stevens.

 We have issued a total of 200,000 warrants to A-Squared, exercisable at a price of $0.001 per share subject to adjustment, for a period of five years from the date of issuance. These warrants were issued as an additional inducement for A-Squared to loan us $200,000. The warrants are subject to registration rights. 

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After the spin-off distribution, Robert and Jodi Stevens hold 11,495,000 shares of our issued and outstanding stock, representing approximately 96.4% of our issued and outstanding common stock. There were 11,925,600 shares of our common stock outstanding at August 13, 2008. 

     

An affiliate contributed office space to us during the period from November 29, 2007 through December 31, 2010.  We recognized $9,246 the period from January 1, 2009 to December 31, 2009, and $771 for the period from November 29, 2007 to December 31, 2007, in rent expense.  For the year end December 31, 2010 we recognized $9,246 as rent. The Board of Directors valued the contribution based on rent for similar space in the local area.

 

Our President and Director contributed her time and attendance during the period from November 29, 2007 through December 31, 2008.  We recognized $40,000 for the period from November 29, 2007 through September 30, 2008, and $12,000 for the period from October1, 2008 through December 31, 2008.  We recognized $48,000 for the year end December 31, 2009 and for the year ended December 31, 2010 reported as contributed services expense.  The Board of Directors valued the contribution based on prevailing rates for similar services in the local area.

 

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our financial statements for the fiscal year ended December 31, 2010, along with the related statements of operations, stockholders’ equity and cash flows have been audited by Cordovano and Honeck LLP., of Englewood, Colorado, independent registered public accounting firm, to the extent and for the period set forth in their report, and are set forth in this prospectus in reliance upon such report given upon the authority of them as experts in auditing and accounting.

Our independent auditor, Cordovano and Honeck LLP, Certified Public Accountants, billed an aggregate of $6,000.00 for the year ended December 31, 2010 and $8,193.75 for the year ended December 31, 2009 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports. The firm billed an aggregate of $2,000 in connection with the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports for the period ended December 31, 2007.

 

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

The following financial information is filed as part of this report:

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(a)                (1) FINANCIAL STATEMENTS

(2) SCHEDULES

(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Bylaws
4.1*	Warrant dated November 29, 2007 for A-Squared Holdings, Inc.
10.1*	Promissory note dated November 29, 2007 with A-Squared Holdings, Inc.
31.1	Certification of CEO/CFO pursuant to Sec. 302
32.1	Certification of CEO/CFO pursuant to Sec. 906

            * Previously filed

 

(b)          Reports on Form 8-K. No reports have ever been filed under cover of Form 8-K.

 

  

SIGNATURES

 

 

In accordance with Section 12 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 March 28, 2010.

 

 

		FOREVER VALUABLE COLLECTIBLES, INC.
		By:	/s/ Jodi Stevens
			Jodi Stevens
			Chief Executive Officer and President (principal executive officer and principal financial and accounting officer)

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity and on the date indicated.

 

 

Date:   March 28, 2010	By:	/s/  Jodi Stevens
		Jodi Stevens
		Director

 

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