Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - Nasus Consulting, Inc. | narc_ex311.htm |
| EX-32.1 - CERTIFICATION - Nasus Consulting, Inc. | narc_ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
þ 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 number: 333-150135
NATIONAL ASSET RECOVERY CORP.
(Exact Name of Registrant as Specified in its Charter)
|
Nevada
|
04-3526451
|
|
|
(State or other jurisdiction of incorporation)
|
(I.R.S. employer identification no.)
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9000 Burma Road, Suite 103
Palm Beach Gardens, FL 33403
(Address of principal executive offices including zip code)
(561) 932-1422
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No þ
Indicate by check mark whether the registrant (1) 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $-0-.
The number of shares outstanding of the Registrant’s common stock as of March 31, 2011 was 86,735,360.
EXPLANATORY NOTE
This amendment to the Annual Report on Form 10-K of National Asset Recovery Corp. (the “Company”) for the fiscal year ended December 31, 2010, as filed on March 31, 2011 (“Form 10-K”) is being filed for the purpose of amending and clarifying certain items in Parts II and IV due to typographical errors contained within the original Form 10-K and the Company’s oversight to include the Report of its Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2009. This amendment also includes currently dated certificates from our Chief Executive and Financial Officer as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, for amendments to an Annual Report on Form 10-K. The remainder of our Form 10-K is not reproduced in this amendment and except as specifically stated in this amendment, does not reflect events occurring after the filing of the original form 10-K or modify or update the original Form 10-K, except to reflect the revisions described above.
2
Table of Contents
| PART II | Page | ||||
| Item 9A(T). | Controls and Procedure | 4 | |||
| PART IV | |||||
| Item 15. | Exhibits and Financial Statement Schedule | 5 | |||
| Signatures | 6 | ||||
3
PART II
ITEM 9A(T). CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
We are responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive and Financial Officer (the “Certifying Officer”) to allow timely decisions regarding required disclosure.
Our Certifying Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(f) under the Exchange Act) as of December 31, 2010. Based on this evaluation, our Certifying Officer concluded that as of December 31, 2010, our disclosure controls and procedures over financial reporting were effective.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company, including our Certifying Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal controls were designed to provide reasonable assurance as to the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management has used the framework set forth in the report entitled Internal Control — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.
Our management, including our Certifying Officer, believes that our internal controls over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
There was no change in our internal control over financial reporting as of the end of the period covered by this Annual Report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
4
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
(a) Financial Statements. See Index to Financial Statements at page F-1 of this Report.
(b) Financial Statement Schedule. Not applicable.
(c) Exhibits
| 31.1 | Certification of Chief Executive and Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
| 32.1 | Certification of Chief Executive and Chief Financial officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code |
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to the registrant’s Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| NATIONAL ASSET RECOVERY CORP. | |||
|
May 10, 2011
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By:
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/s/ William A. Glynn | |
| William A. Glynn | |||
| Chief Executive and Financial Officer | |||
| (Principal Executive, Financial and Accounting Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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May 10, 2011
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By:
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/s/ Bradley Wilson | |
| Bradley Wilson | |||
| Chairman of the Board |
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May 10, 2011
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By:
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/s/ William A. Glynn | |
| William A. Glynn | |||
| Chief Executive and Financial Officer |
6
NATIONAL ASSET RECOVERY CORPORATION
Index to Financial Statements
| Report of Seale and Beers, CPAs for the fiscal year ended December 31, 2009 | F-2 | |||
|
Report of Malcolm L. Pollard, Inc. for the fiscal year ended December 31, 2010
|
F-3 | |||
| Consolidated Balance Sheets as of December 31, 2009 and 2010 | F-4 | |||
| Consolidated Statements of Operations for the years ended December 31, 2009 and 2010 | F-5 | |||
| Consolidated Statements of Stockholders' Equity for the years ended December 31, 2009 and 2010 | F-6 | |||
| Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2010 | F-7 | |||
| Notes to Consolidated Financial Statements | F-8 |
F-1
SEALE AND BEERS , CPAs
PCA OB & CPAB REGISTERED AUDITORS
www.sealebeers.com.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Nasus Consulting, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Nasus Consulting, Inc. (A Development Stage Company) as of December 31, 2009 and December 31, 2008, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2009 and 2008, and since inception on May 27, 2009 through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits 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 Nasus Consulting, Inc. (A Development Stage Company) as of December 31, 2009 and December 31, 2008, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2009 and 2008, and since inception on May 27, 2009 through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note I to the financial statements, as of December 31, 2009 the company had an accumulated deficit and a deficit accumulated during the development stage of $42,790 and $676,249, respectively. In addition, the company has earned no revenues since inception of reentering the development stage on May 27, 2009. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
April 15, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-235 1
F-2
MALCOLM L. POLLARD, Inc.
4845 W. LAKE ROAD, #119
ERIE, PA 16505
(814) 838-8258
FAX (814) 838-8452
Report of Independent Registered Public Accounting Firm
Board of Directors
National Asset Recovery Corporation
Palm Beach Gardens, Florida
We have audited the accompanying balance sheet of National Asset Recovery Corporation as of December 31, 2010 and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended 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 conduct 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by manage, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As described in Note 9 of the accompanying financial statements, the Company has not generated significant revenues or profits to date. This factor, among others, raises substantial doubt about its ability to continue as a going concern. The company’s continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2010, the results of its operations, changes in stockholders’ equity, and its cash flows for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting standards.
/s/ Malcolm L. Pollard, Inc.
Malcolm L. Pollard Inc.
Erie, Pennsylvania
March 18, 2011
F-3
NATIONAL ASSET RECOVERY CORPORATION
BALANCE SHEET
|
December 31,
2010
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December 31,
2009
|
|||||||
|
ASSETS
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||||||||
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Current Assets:
|
||||||||
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Cash and Cash Equivalents
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$ | 7,369 | $ | 99,174 | ||||
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Accounts Receivable
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16,741 | - | ||||||
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Total Current Assets
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$ | 24,110 | $ | 99,174 | ||||
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PROPERTY AND EQUIPMENT, net
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$ | 8,749 | - | |||||
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Other Assets:
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||||||||
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Intangible Assets-Net of Amortization
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86,869 | - | ||||||
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Due from Advanced
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67,800 | - | ||||||
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Deposits and Prepaid Expenses
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16,085 | 10,000 | ||||||
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Total Other Assets
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$ | 170,754 | $ | 10,000 | ||||
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TOTAL ASSETS
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$ | 203,613 | $ | 109,174 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
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Account Payable
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$ | 95,524 | $ | 14,517 | ||||
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Due to Related Party
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14,191 | 766,346 | ||||||
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Total Current Liabilities
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$ | 109,715 | $ | 780,863 | ||||
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COMMITMENTS AND CONTINGENTIES
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||||||||
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STOCKHOLDERS’ EQUITY
|
||||||||
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Common Stock, $.001 par value; 200,000,000
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||||||||
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shares authorized 83,715,000 and -0- shares
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||||||||
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issued and outstanding at December 31, 2010 and
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||||||||
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December 31, 2009 (respectively)
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$ | 83,715 | $ | 22,640 | ||||
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Additional Paid in Capital
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680,289 | 24,710 | ||||||
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Accumulated Deficit
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(670,106 | ) | (719,039 | ) | ||||
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TOTAL STOCKHOLDERS’ EQUITY
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$ | 93,898 | $ | (671,689 | ) | |||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 203,613 | $ | 109,174 | ||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
F-4
NATIONAL ASSET RECOVERY CORPORATION
STATEMENT OF OPERATIONS
|
Year Ended
December 31, 2010
|
Year Ended
December 31, 2009
|
|||||||
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Revenue
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$ | 105,333 | $ | - | ||||
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Cost of Sales
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42,275 | - | ||||||
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Gross Profits
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$ | 58,058 | $ | - | ||||
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Expenses
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||||||||
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Advertising and marketing
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$ | 17,008 | $ | - | ||||
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Contract labor
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148,456 | - | ||||||
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Depreciation
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10,000 | - | ||||||
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Insurance
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38,035 | - | ||||||
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Office
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34,758 | - | ||||||
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Payroll and payroll taxes
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171,991 | - | ||||||
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Professional fees
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20,589 | - | ||||||
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Rent
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60,599 | - | ||||||
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Travel and entertainment
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97,008 | - | ||||||
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Utilities
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13,038 | - | ||||||
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Other expenses
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16,917 | 691,315 | ||||||
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Total Expenses
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$ | 628,399 | $ | 691,315 | ||||
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Loss from Operations
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$ | (570,341 | ) | $ | (691,315 | ) | ||
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Other Income (Expense)
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||||||||
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Impairment of Asset-Stock Investments
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$ | (100,000 | ) | $ | (12,623 | ) | ||
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Interest Income
|
236 | (15,646 | ) | |||||
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Total Other Income (Expense)
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$ | ( 99,764 | ) | (28,269 | ) | |||
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Loss Before Income Taxes
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$ | (670,105 | ) | $ | (719,584 | ) | ||
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Income Tax Benefit
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||||||||
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Net Loss
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$ | (670,105 | ) | $ | (719,584 | ) | ||
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Loss Per Share-Basic and Diluted
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$ | ( 0.01 | ) | $ | (0.03 | ) | ||
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Weighted Average Common Shares
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||||||||
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Outstanding-Basis and Diluted
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83,715,000 | 22,640,000 | ||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
F-5
NATIONAL ASSET RECOVERY CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
|
Common Stock
|
Additional
Paid in
|
Retained | Total | |||||||||||||||||
|
Quantity
|
Amount
|
Capital
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Earnings
|
Equity
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||||||||||||||||
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Balance at December 31, 2009
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22,640,000 | $ | 22,640 | $ | 24,710 | $ | (719,039 | ) | $ | (671,689 | ) | |||||||||
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Stock Issued for Private Placement
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655,579 | 655,579 | ||||||||||||||||||
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Stock Issued to former CEO for services
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20,000,000 | 20,000 | 20,000 | |||||||||||||||||
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Stock issued for services rendered
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41,075,000 | 41,075 | 41,075 | |||||||||||||||||
| 719039 | 719,039 | |||||||||||||||||||
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Net Income
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(670,106 | ) | (670,106 | ) | ||||||||||||||||
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Balance at December 31, 2010
|
83,715,000 | $ | 83,715 | $ | 680,289 | $ | (670,106 | ) | $ | 93,898 | ||||||||||
|
See notes to financial statements
|
||||||||||||||||||||
See accompanying notes to the financial Statements
F-6
NATIONAL ASSET RECOVERY CORPORATION
STATEMENT OF CASH FLOWS
| CASH FLOWS FROM OPERATING ACTIVITIES: |
Year Ended
December 31, 2010
|
Year Ended
December 31, 2009
|
||||||
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Net loss
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$ | (670,105 | ) | $ | (719,584 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
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Depreciation expense
|
10,000 | 722 | ||||||
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Changes in operating assets and liabilities:
|
||||||||
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Decrease (Increase) in assets:
|
||||||||
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Accounts Receivable
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(16,741 | ) | 317 | |||||
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Loan Receivable
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(67,800 | ) | 14,995 | |||||
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intangible asset
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(86,869 | ) | (536 | ) | ||||
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Prepaid Expenses and Deposits
|
(16,085 | ) | (10,000 | ) | ||||
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Increase (Decrease) in liabilities:
|
||||||||
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Accounts payable and accrued expenses
|
95,524 | 14,304 | ||||||
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Due to related party
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14,191 | 15,646 | ||||||
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Net Cash Used In Operating Activities
|
(737,885 | ) | (684,136 | ) | ||||
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Cash Flows from Investing Activities
|
||||||||
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Fixed Assets Purchased
|
(18,750 | ) | ||||||
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Net Cash( Used In) Provided by Investing Activities
|
(18,750 | ) | ||||||
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Cash Flows from Financing Activities
|
||||||||
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Private Placement-Net of expenses
|
764,004 | |||||||
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Proceeds from notes payable-related party
|
749,331 | |||||||
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Net Cash Provided by(Used In) Financing Activities
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764,004 | 749,331 | ||||||
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NET INCREASE IN CASH AND CASH EQUIVALENTS
|
7,369 | 65,195 | ||||||
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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33,979 | |||||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD
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$ | 7,369 $ | 99,174 | |||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||
|
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
|
||||||||
|
Interest paid during the period
|
$ | - $ | ||||||
|
Income taxes paid during the period
|
$ | - $ | ||||||
See accompanying notes to the financial Statements
F-7
NATIONAL ASSET RECOVERY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
NOTE 1 - ORGANIZATION AND CAPITALIZATION
Organization
National Asset Recovery Corporation formerly known as Nasus Consulting, Inc. is a Nevada corporation incorporated in February 2009 and the successor by merger to a Massachusetts corporation incorporated on August 1, 2000. From its inception on August 1, 2000 until May 27, 2009, the Company provided professional information technology ("IT") services, including software and hardware installation, data conversion, training, and software product modifications to businesses.
On March 5, 2009, we completed a statutory merger (solely for the purpose of redomicile) with a Nevada corporation by the same name. On March 12, 2009, we amended our Articles of Incorporation to increase our authorized common shares to 200,000,000. From inception until May 27, 2009, we provided professional information technology ("IT") services, including software and hardware installation, data conversion, training, and software product modifications to businesses. On May 27, 2009 (the "Transaction Date"), our principal shareholders and officers, Russell R. Desjourdy and Lynn Desjourdy, together with all of our remaining officers and directors voluntarily resigned from their respective offices and positions effective as of the Transaction Date. All of our assets held as of the Transaction Date were distributed to Mr. Desjourdy as compensation for the voluntary termination of his employment agreement.
Effective as of the Transaction Date, we ceased operating our IT services business, and as a result, we no longer derive any revenues from this business,
On August 27, 2010, the Company changed its business model to be a repossession company of motor vehicles, luxury assets and heavy equipment. The Company's intended clients are proposed to be banks and lenders that have loaned money to consumers who purchased autos/trucks, airplanes, boats/yachts and construction equipment. The Company plans to enter the market in Florida and to expand nationwide with strategic mergers and alliances.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
USE OF ESTIMATES
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
F-8
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. At December 31, 2010 and December 31, 2009, the Company had cash equivalents in the amount of approximately $7,369, and $99,174, respectively, all in low risk investments.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company accounts for the impairment of long-lived assets in accordance with ASC Topic 360, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of' ("ASC Topic 360") requires write-downs to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount.
If the long-lived assets are identified as being planned for disposal or sale, they would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. As of December 31, 2010 and 2009 there were no impairments of long-lived assets.
REVENUE RECOGNITION
The Company recognizes revenue in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition" ("SAB No. 104"). SAB 104 clarifies application of generally accepted accounting principles related to revenue transactions. The Company also follows the guidance in ASC Topic 980, Revenue Arrangements with Multiple Deliverables ("ASC Topic 980"), in arrangements with multiple deliverables.
The Company recognizes revenues when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.
The Company receives revenue for recovering assets for secured lenders that desire to repose boats, cars, planes and heavy equipment. Milestone payments are recognized as revenue upon achievement of contract-specified events and when there are no remaining performance obligations.
In certain cases, the Company enters into agreements with customers that involve the delivery of more than one product or service. Revenue for such arrangements is allocated to the separate units of accounting using the relative fair value method in accordance with ASC Topic 980. The delivered item(s) is considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered item(s) and (3) if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. If all the conditions above are met and there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on their relative fair values.
There have been no returns through December 31, 2010. Therefore, a sales return allowance has not been established since management believes returns will be insignificant.
F-9
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.
The range of estimated useful lives used to calculate depreciation for property and equipment are as follow:
| Asset Category | Depreciation/Amortization Period | |
| Furniture | 5 Years | |
| Office Equipment | 5 Years | |
| Leasehold improvements | 2 Years |
INCOME TAXES
Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Based on its evaluation, the Company concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. The evaluation was performed for the tax years ended December 31 2009, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2010.
The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company's financial results. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.
The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740"), Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2010 and 2009 the Company did not record any liabilities for uncertain tax positions.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation ("FDIC"). The FDIC insured institution insures up to $250,000 on account balances. The amounts that are not insured by FDIC limitations are held in short-term securities. As of December 31, 2010 and 2009, there were no uninsured balances. The company has not experienced any losses in such accounts.
F-10
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is computed in accordance with ASC Topic 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period.
ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company applies ASC Topic 718 "Share-Based Payments" ("ASC Topic 718") to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.
For the years ended December 31, 2010 and 2009, the Company did not have any stock option grants outstanding.
NON-EMPLOYEE STOCK BASED COMPENSATION
The cost of stock-based compensation awards issued to non-employees for services are recorded, in accordance with ASC Topic 505- 50 "Equity-Based Payments to Non-Employees," at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines.
COMMON STOCK PURCHASE WARRANTS
The Company accounts for common stock purchase warrants in accordance ASC Topic 815 "Derivatives and Hedging". The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement),
RECLASSIFICATIONS
Certain prior periods' balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' equity.
RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2010-06, "Fair Value Measurements and Disclosures," which amends the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires disclosure of transfers of assets and liabilities between Level I and Level 2 of the fair value measurement hierarchy, including the reasons and the timing of the transfers and information on purchases, sales, issuance, and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. The guidance is effective for annual and interim reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual and interim periods beginning after December 15, 2010. The Company adopted these amendments in the first quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company's consolidated financial statements.
F-11
In September 2009, the FASB issued ASU 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, which changes various aspects of accounting for and disclosures of interests in variable interest entities. ASU 2009-17 is effective for interim and annual periods beginning after November 15, 2009. The Company adopted these amendments in the first quarter of 2010 and the adoption did not have a material impact on the Company's consolidated financial statements.
In September 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance on accounting for transfers of financial assets. This guidance was issued to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This guidance is effective for fiscal years and interim periods beginning after November 15, 2009. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In July 2010, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that will require additional disclosures about the credit quality of loans, lease receivables and other long-term receivables and the related allowance for credit losses. Certain additional disclosures in this new accounting guidance will be effective for the Company on December 31, 2010 with certain other additional disclosures that will be effective on March 31, 2011. The Company does not expect the adoption of this new accounting guidance to have a material impact on its consolidated financial statements.
In April 2010, the FASB issued ASU 2010-13, "Compensation — Stock Compensation (Topic 718) —Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades." ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and are not expected to have a significant impact on the Company's consolidated financial statements.
In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815) — Scope Exception Related to Embedded Credit Derivatives," ASU 2010-11 clarifies that the only form of an embedded credit derivative that is exempt from embedded derivative bifurcation requirements are those that relate to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The provisions of ASU 201.0-11 will be effective on July 1, 2010 and are not expected to have a significant impact on the Company's consolidated financial statements.
In October 2009, the FASB issued ASU No. 2009-14, "Software (Topic 985) — Certain Revenue Arrangements That Include Software Elements (A Consensus of the FASB Emerging Issues Task Force)", ASU 2009-14 requires tangible products that contain software and non-software elements that work together to deliver the products essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard update is effective January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. The Company does not expect that this standard update will have a significant impact on its consolidated financial statements.
F-12
In September 2009, the FASB issued certain amendments as codified in ASC Topic 605-25, "Revenue Recognition; Multiple-Element Arrangements." These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The amendments significantly expand the disclosure requirements for multiple deliverable revenue arrangements. These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after September 15, 2010, with earlier application permitted. The Company will adopt the provisions of these amendments in its fiscal year 2011 and is currently evaluating the impact of these amendments to its consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
NOTE 3 - INCOME TAXES
As of December 31, 2010 and 2009 the Company had Federal and state net operating losses of approximately $670,000 and $719,000, respectively, that are subject to limitations. The losses are available to offset future income. The net operating loss carry forwards will expire in various years through 2028 subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.
The Company adopted ASC 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.
The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of net operating losses and tax credits in the event of an "ownership change", as defined by the Internal Revenue Code. Federal and state net operating losses are subject to limitations as a result of these restrictions. The Company experienced a substantial change in ownership exceeding 50%. As a result, the Company's ability to utilize its net operating losses against future income has been significantly reduced.
The temporary differences that give rise to deferred tax assets and liabilities are as follows:
|
December 31,
2010
|
December 31,
2009
|
|||||||
| Deferred Tax asset due net operating | $ | 227,000 | $ | 242,000 | ||||
| Losses Less: Valuation allowance | $ | (227,000 | ) | $ | (242,000 | ) | ||
| Net deferred tax asset | $ | 0 | $ | 0 | ||||
In assessing the amount of deferred tax asset to be recognized, management considers whether it is more likely than not that some of the losses will be used in the future. Management expects that they will not have benefit in the future. Accordingly, a full valuation allowance has been established.
F-13
NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and/or approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows,
The Company adopted Statement of ASC Topic 820 Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy
for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable or the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Assets measured at fair value on a recurring basis are summarized below:
|
Fair value measurement at reporting date using
|
||||||||||||||||
|
Description
|
12/31/2010
|
Quoted Price in Active
Markets for Identical is |
Significant Other
Observable |
Significant
Unobservable(Level 3) |
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash and Cash Equivalents:
|
||||||||||||||||
|
Bank Accounts
|
$ | 7,369 | $ | 7,369 | -- | -- | ||||||||||
|
Marketable Securities:
|
||||||||||||||||
|
Common Stock
|
0 | 0 | ||||||||||||||
|
Preferred /Fixed
|
||||||||||||||||
|
Rate Cap Securities
|
||||||||||||||||
|
Total Assets
|
$ | 7,369 | $ | 7,369 | -- | -- | ||||||||||
No other than temporary impairments were recognized for the years ended December 31, 2010 and 2009.
F-14
NOTE 5 – CAPITAL STOCK AND EQUITY AND BOARD OF DIRECTORS CHANGE
On August 27, 2010, the Company sold an aggregate of 3,020,367 shares of common stock to a total of 15 individuals for gross proceeds of $1,366,596. The Company sold these shares of common stock pursuant to the registration exemption afforded the Company under Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act"), due to the facts that all of the purchasers were non-US residents and the Company did not solicit individuals or advertise the offering of securities.
The shares for this registration were not issued until March 31, 2011. See Note 8-Subsequent Events. After expenses of the above private placement the Company netted $732,145 of proceeds,
On August 27, 2010, the Company issued an aggregate of 20,000,000 to William G. Forhan in consideration for services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the issuance did not involve a public offering of securities and was made to one individual.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to DewFish and Company, Inc. in consideration for services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the shares were issued for services rendered, the issuance did not involve a public offering of securities and was made to one entity.
On August 27, 2010, the Company issued an aggregate of 20,000,000 to Ralph Oelbermann in consideration for consulting services rendered to the Company. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that the shares were issued for services rendered, the issuance did not involve a public offering of securities and was to one individual.
As a result of the Company issuing a total of 60,000,000 shares of common stock there was in effect, a change of control of the Company. The persons who acquired such control are William G. Forhan, DewFish and Company, Inc. and Ralph Oelbermann, each beneficially owning on August 27, 2010 approximately 23.35% of the Company's common stock and together, approximately 70.04%.
On August 27, 2010, we issued 50,000 shares each for an aggregate 100,000 shares to Robert Kuechenberg and Steven York for their services as Directors. These shares were issued in reliance on the exemption provided under §4(2) of the Act.
In connection with the August 27, 2010 change of control Oleksandr Shalash, John Jenkins and Thomas Kellgren each resigned from the Board of Directors of the Company. John Jenkins also resigned as the Company's Chief Executive Officer and Chief Financial Officer, and Robert Ogden resigned as the Company's Treasurer and Secretary. There were no disagreements between the Company and any of the directors or officers who resigned.
Upon the aforementioned resignations, William G. Forhan, Robert Kuechenberg, Brad Shrader and Steven York were subsequently elected as the Company's directors by majority consent of the common stockholders. Board members Mr. Kuechenberg and Mr. York each received 50,000 upon being elected to the board of directors. The Board of Directors then appointed Mr. Forhan as the Company's Chief Executive Officer and Chief Financial Officer, and Mr. Brad Shrader as the Company's Chief Operating Officer.
F-15
Common Stock
The Company had 200,000,000 shares of $.001 par value common stock authorized as of December 31, 2010 and 2009. Total shares issued and outstanding were 83,715,000 as of December 31, 2010 and 22,640,000 as of December 31, 2009.
Options
As of December 31, 2010 and 2009, no options to purchase common stock of the Company were outstanding.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company's executive and operations offices are located in Palm Beach Gardens, Florida, The Company pays rent on a monthly basis of $10,859 per month. The current lease arrangement expires on September 30, 2011.
The Company entered into an employment agreement with William G. Forhan to serve as our Chief Executive Officer and Chief Financial Officer, the term of which was approximately three years ending on July 19, 2013 and subject to renewal or termination with or without cause. Mr. Forhan received an annual base salary of Two Hundred Thousand Dollars ($200,000) per year during the term of his employment, payable in accordance with the Company's semi-monthly payroll disbursement cycle. Under this agreement, Mr. Forhan was also entitled to be paid a bonus of five percent (5%) of our annual EBITDA, in cash and a $500 monthly car allowance. On December 21, 2010, Mr. Forhan voluntarily resigned from his positions as our Chief Executive and Financial Officer and his employment agreement was effectively terminated. Following this event, Mr. Forhan served as our Chief Operating Officer until January 11, 2011, at which time he also voluntarily resigned from that position. Mr. Forhan had previously been removed as a Director by a majority vote of our shareholders on December 16, 2010.
On the Transaction Date, the Company also entered into an employment agreement with Brad Shrader to serve as our Chief Operating Officer, The term of this agreement was to expire on August 23, 2013, subject to renewal or termination with or without case. Through this agreement, Mr. Shrader received an annual base salary of $135,000 plus a bonus equal to 1.5% of the Company's EBITDA and a $500 per month car allowance. Mr. Shrader also received 200,000 shares of the Company's common stock and an option to purchase up to 50,000 shares of the Company's common stock for a purchase price of $.20 per share until the third anniversary from the grant date of the option.
On December 16, 2010, Mr. Shrader was terminated as the Company's Chief Operating Officer due to disagreements he had with other members of management. In accordance with the terms of his employment agreement, its termination also constituted the resignation by Mr. Shrader from our Board of Directors. Mr. Shrader's shares and options to purchase additional shares as provided for by the employment agreement were also cancelled. Mr. Shrader accepted the termination of his employment agreement but has claimed he is owed approximately $12,500 for accrued wages, unpaid expenses and severance. The Board of Directors has evaluated these claims and disputes that Mr. Shrader is owed any additional amounts.
On December 16, 2010, the Company appointed William A. Glynn to serve as our Chief Executive Officer, Chief Financial Officer and Treasurer at an annual salary of $52,000. Mr. Glynn also receives travel and other reasonable and necessary expenses he incurs.
The Company entered into various consulting agreements related to services to be rendered by the consultants. The agreements are on a month to month basis.
F-16
NOTE 7 – PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
|
Estimated Life
|
December 31, 2010 | December 31, 2009 | |||||||
|
Computer and software
|
5 Years
|
$ | 18,749 | -0- | |||||
|
Total Property and Equipment
|
$ | 18,749 | -0- | ||||||
|
Accumulated Depreciation
|
$ | (10,000 | ) | (0 | ) | ||||
|
Total Property and Equipment, Net
|
$ | 8,749 | -0- | ||||||
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through the filing date of this Form 10-K for appropriate accounting and disclosures.
On October 19, 2010, National Asset Recovery Corp., a Nevada corporation (the "Company"), entered into an Asset Purchase Agreement (the "Agreement") with Advanced Recovery Florida, a sole proprietorship, and Michael James Blackburn, the owner of Advanced Recovery Florida (the "Owner").
Pursuant to the Agreement, the Company purchased 100% of the assets and certain liabilities of Advanced Recovery Florida in consideration of an aggregate of 625,000 full paid and non-assessable shares of Common Stock of the Company (the "Shares"), which represent approximately 0.7% of the issued and outstanding shares of Common Stock of the Company.
After the Agreement was entered into, a number of conditions were not satisfied or completed by the respective parties. Although efforts were made by the Company and Blackburn to resolve these issues, it was ultimately agreed to that the Agreement, the Employment Agreement and the shares issued to Blackburn would be rescinded and cancelled. As of the date of this Annual Report, a definitive agreement to cancel the Agreement, Employment Agreement and Blackburn's shares has not yet been finalized.
Commencing in December 2010, the Company experienced significant changes to management. Mr. Shrader was terminated as our COO and also removed as a Director on December 16, 2010. On December 16, 2010, a majority of the Company's shareholders also caused Mr. Forhan to be removed from the Board of Directors and elected William A. Glynn and Bradley Wilson as new Directors. Following these events, Mr. Forhan assumed the responsibilities of our COO and Mr. Glynn became the new Chief Executive Officer, Chief Financial Officer and Treasurer. Mr. Wilson became Chairman of our Board of Directors and also was appointed to serve as our Secretary.
Due to the material changes in the composition of our executive management, both Mr. York and Mr. Kuechenberg voluntarily resigned from their positions on the Board of Directors on January 31, 2011 and February 21, 2011, respectively. As of the date, the vacancies created from these departures have not been filled and Mr. Glynn and Mr. Wilson represent all current members of our Board of Directors.
As per the above note Note 5-Common Stock the Company did not issue the shares for the registration dated August 27, 2010 until March 31, 2011 the Company did not issue the shares relating to the private offering dated August 27, 2010 until March 31, 2011 due to the oversight of the Company's former Chief Executive Officer. The shares have been issued and are outstanding as of March 31, 2011.
In order to meet the Company's operating capital needs for the first quarter of 2011 the Company has borrowed from York & Kassing Services, Ltd., a related party. The notes are due one year from the time of the draft and have a yearly interest rate of 5%. As of March 31, 2011 the outstanding balance is $160,966.
F-17
NOTE 9 - GOING CONCERN ISSUES
The Company had losses from continuing operations of $670,105 during the year ended 2010. At December 31, 2010, the Company had negative working capital of $85,605. The Company had cash on hand of $7.369 at December 31, 2010 which is not sufficient to meet our current cash requirements for the next twelve months.
The Company expects to incur additional losses until sufficient sales of its products are achieved. The Company's total sales figure for 2010 is $105,333, however the Company is still operating at a loss and substantial sales volumes have not yet been achieved. The Company continues to need operating capital to continue operations. There can be no assurance that the Company's future revenues will ever be significant or that the Company's operations will ever be profitable.
NOTE 10 - IMPAIRMENT OF ASSET
In August of 2010 the Company purchased $100,000 of Common Stock of Casino Player Inc. a public held and reporting Company controlled by the former CEO, William G. Forhan. The Common Stock of Casino Players Inc. is not traded as of the current date. The Company has determined this stock as no value and had elected to fully impair the value.
F-18