Attached files
| file | filename |
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| EX-31.1 - EXHIBIT 31.1 - SupportSave Solutions Inc | ex31_1.htm |
| EX-10.1 - EXHIBIT 10.1 - SupportSave Solutions Inc | ex10_1.htm |
| EX-32.1 - EXHIBIT 32.1 - SupportSave Solutions Inc | ex32_1.htm |
| EX-23.1 - EXHIBIT 23.1 - SupportSave Solutions Inc | ex23_1.htm |
| EX-31.2 - EXHIBIT 31.2 - SupportSave Solutions Inc | ex31_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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[X]
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| For the fiscal year ended May 31, 2011 | ||
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
| For the transition period from _________ to ________ | ||
| Commission file number: 333-143901 |
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SupportSave Solutions, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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98-0534639
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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801 W. Big Beaver, Suite 650 Troy, Michigan
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48084
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number: 248-430-4300
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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none
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not applicable
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Securities registered pursuant to Section 12(g) of the Exchange Act:
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Title of each class
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None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]
Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 [ ] No [X]
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 (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State 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 last 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. $2,414,695
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 26,232,280 as of June 3, 2011
TABLE OF CONTENTS
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Page
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PART I
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Item 4.
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(Removed and Reserved)
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PART II
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PART III
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PART IV
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PART I
Item 1. Business
Overview
Business Process Outsourcing
We provide offshore business process outsourcing, or “BPO,” services which we deliver primarily to U.S.-based clients from our facilities in the Philippines. BPO services involves contracting with an external organization to take primary responsibility for providing a business process or function, such as customer management, transcription and captioning, processing services, human resources, procurement, logistics support, finance and accounting, engineering, facilities management, information technology and training. These customer care services and solutions are provided by our skilled customer service representatives to small and mid-sized companies in the healthcare, communication, business services, financial services, publishing, and travel and entertainment industries.
Current Trends in Customer Management
The scope of customer management outsourcing will consist of complex and varied customer management services capable of duplicating and enhancing all of the functionality of a client's internal customer service team. The delivery platform is planned to be an advanced technology and require customized training programs tailored to each client’s needs, systems and technology. Companies are now focused on optimizing their brands through improved customer management and increasing the value of their customer relationships by encouraging the purchase of higher value, additional or complementary products and services. At the same time, global competition, pricing pressures and rapid changes in technology make it increasingly difficult for companies to cost-effectively maintain the in-house personnel and infrastructure necessary to handle all of their customer management needs. We believe these trends, combined with rapidly expanding consumer use of alternative communications, such as the Internet, e-mail, fiber optic telecom and Voice over Internet Protocol, or VoIP, have allowed providers of outsourced customer management services to satisfy clients’ needs in an efficient and cost-effective manner.
We believe that the majority of customer management services that could be outsourced are still performed in-house, representing a significant opportunity for us. In addition, we believe the following factors will continue to influence companies to outsource their business processes, including their customer management functions:
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significant cost benefits;
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best practices in leveraging learned experiences across multiple clients in an efficient and effective manner, particularly within the client' s specific industries;
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the importance of professionally managed customer communications to retain and grow customer relationships;
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the ability to free available resources and management to focus on developing core products and services;
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the use of highly skilled professionals by the outsourcing industry;
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the extensive and ongoing staff training and associated costs required for maintaining in-house technical support and customer service solutions; and
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the ability to avoid capital requirements for the sophisticated communications technology needed to provide timely, high quality customer service.
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Offshore Delivery of BPO Services
We believe that, to attain high quality BPO services at a lower cost, many companies are moving selected front-and back-office processes to providers with offshore delivery capabilities. In recent years, fiber optic telecommunications have become widely available at affordable rates. At the same time, we believe offshore providers have become more accepted by businesses in the U.S. and continue to grow in recognition and sophistication. As a result, a large number of BPO services companies have established offshore operations or operate exclusively offshore. Potential clients, in requests for proposals, frequently require significant detail about offshore delivery capabilities.
India currently accounts for the largest share of the offshore BPO market; however, the offshore industry is expanding beyond India to countries such as the Philippines, Costa Rica, China and Russia. We believe the Philippines has emerged as an attractive alternative to India as a destination for offshore outsourcing services, particularly BPO services that require complex, value-added voice interactions in English.
Competitive Strengths
We believe the following competitive strengths have allowed us to successfully create a sustainable and scalable position as a leading offshore BPO services provider.
Offshore Delivery Model
The Philippines, where our operations are located, is an attractive and growing market for offshore business process outsourcing services. The Philippines, with a large pool of skilled, college-educated professionals, has the third largest English-speaking population in the world, and English is used to teach mathematics, science and health beginning in the third grade and is the primary language of instruction in college. Many Filipinos are familiar with Western business practices and have an affinity for American culture, which we believe offers a substantial advantage in interacting with U.S. consumers and processing their business transactions. In addition, the Philippines has a well-developed telecommunications and utility infrastructure and is an attractive business environment for BPO companies. The Philippine government has encouraged foreign investment and provided significant assistance to the BPO industry through tax holidays, changes to the country's educational curriculum and relaxation of certain regulatory restrictions. We believe our English-speaking workforce will enable us to provide consistent high quality outsourcing services at costs generally comparable to other offshore locations and substantially lower than those in the United States.
Deep Industry Expertise with a Focus on Developing Collaborative Client Relationships
Our industry-focused sales and client structure allows our staff to focus on specific industries, and acquire a thorough understanding of our clients’ business issues and customer needs. As a result, we have developed substantial expertise in the key industries where we do business, which require complex customer management services. By collaborating with our clients on training programs and integrating our processes, IT and reporting systems, we develop long-term strategic relationships.
Sales and Service Delivery Effort Focused on Every Step of the Customer Interaction
We have focused on providing cost-effective solutions that maximize the quality of every customer interaction and generate incremental revenues for our clients by up-selling and cross-selling additional products and services. In addition, we focus on customer retention for our clients. Through emphasis on customer satisfaction and incremental revenue generation, we promote the sale of our clients' products and services, strengthen their relationships with their customers and increase the likelihood of repeat sales.
Attractive Employment Culture
We have corporate culture that enables us to attract and retain talented professionals. We will have an extensive recruiting network to attract high quality talent, primarily from universities, throughout the Philippines. We offer a broad range of programs for enhancing employee retention and encouraging career development, including creating rewards and recognition for performance, stressing professional development through continuing education, offering attractive compensation and comprehensive benefits packages and encouraging open communication between employees and management.
Services
Customer Management Services
We offer a wide range of customer management services to our clients. We have developed a consulting services group dedicated to designing and customizing services for each client. Our consulting services group collaborates with each client to ensure their solution is both successfully deployed and specific to their business needs and requirements. We partner with each client to design, deploy and maintain efficient, integrated services between our technology infrastructure and our clients’ systems. We address our clients’ service strategies, anticipated volume and service levels, reporting and analytical requirements, networking and security, back-end system integration, and training and staffing needs.
Our fee arrangements are customized for each client on a case-by-case basis and depend on a variety of factors, including the types and complexity of services we render for the client, service level requirements, the number of personnel assigned to provide the services, the complexity of training our personnel to provide the services and the information technology and telecommunications requirements necessary to render the services. Our customer management fees generally consists of a flat monthly rate per full-time dedicated employee and implementation fees, including charges for installing and integrating new clients into our telecommunications, information technology and client reporting structure.
We provide the following types of customer management services through multiple integrated communications channels:
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Customer service. Our customer service support services is initiated by inbound calls and e-mail from our clients’ customers and addresses a wide range of questions regarding their account billing, changes in services, reservation changes, delivery updates on goods or services, complaint and issue resolution and general product or service inquiries.
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Inbound sales. We handle inbound calls from customers purchasing products and services from our clients, including travel reservations, telecommunications services, Internet services and consumer products and services. Our staff is trained to identify opportunities to sell other products and services offered by our clients. We believe for some clients, an important aspect of our sales activity includes seeking to retain customers who are at risk for cancellation or defection.
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Technical support. Our technical support services includes handling troubleshooting calls, responding to software and hardware problems, providing support for Internet service problems, managing corporate help desks and providing warranty or post-warranty support.
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Direct response sales services. Our direct response services is designed to involve handling inbound telephone orders or inquiries for clients in the direct marketing industry, including those calls received in response to print advertisements, infomercials and other electronic media. Our staff answers questions and processes orders for the purchase of our clients’ products or services and identifies opportunities to sell other products and services.
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Accounts Receivable Management Services. We provide services to collect consumer receivables in the financial services, telecommunications and utilities industries. We manage receivables that have already been written off by the creditor and also manage receivables that are past due but have not yet been written off by our clients.
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Our reporting and analytical system plays an important role in the customer management services we provide. Our system captures and analyzes data received through multiple communications channels and generates client-specific interaction reports on an hourly, daily, weekly and monthly basis. These reports are accessible to our clients through our web-based and secure reporting portal that offers our clients access to data generated through customer management interactions and allows them to analyze the customer interaction database, which includes all e-mail and live web chat transcripts for feedback on the types of questions raised by customers. The system also provides historical trend information to help clients monitor the volume and effectiveness of our interactions with their customers, including revenue generation.
Other BPO Services
We also provide a broad range of additional BPO services, including credit application processing, mortgage processing, title searches and data verification, which consists of verifying an individual's credit, employment, identity or other borrower information. Additionally, we conduct product and fraud detection, manage refunds, warranties and applications, and conduct preparations for serving legal papers. These services are also offered during the Philippine daytime (U.S. night-time), which allows us to leverage an existing base of skilled professionals and infrastructure and should allow us to improve our return on invested capital.
Clients
We provide customer management services to companies in a variety of industries, and will continue developing long-term strategic outsourcing relationships with clients in these industries because of the volume of customer interactions, complexity of services, anticipated growth of their market segments and increasing need for high quality and cost-effective customer management services. We believe our clients benefit from our customer management experience, industry expertise, technical infrastructure and trained professionals. By outsourcing their customer management to us, our clients entrust us with an important aspect of their business, and can focus on their core competency.
Delivery Platform
We deploy a customized information technology infrastructure to efficiently and securely deliver our services. Our redundant systems reduce the risk of data loss and transmission failure and allow us to quickly scale to meet increased demand. Key components of our infrastructure include the following.
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Architecture. Our data center is located in the Philippines and is designed to facilitate rapid expansion and consistency in delivering services. This allows us to quickly and efficiently handle additional volume and services for our new and existing clients and to expand our outsourcing network.
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Robust data security. We use several layers of information security protection, including applications and devices designed to prevent unauthorized access to data residing in our systems and aggressive monitoring of audit trails at application and network layers. All outside connections to our network pass through a sophisticated security system that is supported by multiple firewalls. Data access to client systems is protected by security measures. We constantly monitor the network for attacks by potential hackers. As required by our clients, we apply best practices to prevent our professionals from copying or transmitting customer data.
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Dedicated telecommunications network. We design and deploy a dedicated telecommunications system which enables us to securely route multi-channel communications between the United States and the Philippines. Our system transmits communications traffic with minimal latency and high quality over a private network leased from major telecommunications providers. Our lease agreements with these providers generally provide for annual terms and fixed fees based on the levels of capacity dedicated to our usage.
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Integrated customer communications channels. We provide customer management services through multiple communications channels, including inbound telephone calls, e-mail and webchats. Our customer staff is trained to offer services through each of these communications channels. Our customer interaction systems are integrated with our workforce management system, which is used to manage optimal staffing and service levels. These systems are all linked to a proprietary reporting system that is updated hourly for all interactions occurring in our outsourcing centers. This provides our clients with a single view of all interactions between our staff and customers.
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24/7 client helpdesk. We provide a helpdesk staffed 24/7, which offers our clients complete coverage in the event of any system issues. We established standardized procedures to identify, track, categorize and prioritize inquiries by order of importance to our clients. We also operate an information technology calling tree which allows us to escalate issues up the personnel chain of command as the situation warrants.
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Quality assurance. We use quality management software to monitor service level compliance and randomly sample customer interactions. The system is configured for voice, data and computer screen capture to record the total customer experience and provide live monitoring and playback via a web browser from any location.
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Sales and Marketing
Our sales and marketing support group are responsible for increasing the awareness of our services in the marketplace and generating meetings with prospective clients through leads, sales calls, membership in industry associations, web-based marketing, public relations activity, attendance at trade shows and participation in industry conferences and events. We market our services through our website at www.SupportSave.com.
We have thus far marketed our services through our website, online advertising and direct contact via email. In the next 12 months, our plan is to continue to expand our indirect channels through resellers, partners and affiliates. This allows us to greatly reduce our sales and marketing expense while broadening our reach. Under our current model our resellers mark up our price and keep the difference, our margins are not impacted and our volume is increased through resellers.
We have also formulated a plan to reduce exposure to risk of currency fluctuations and weakness in the US dollar through non-deliverable forward contracts. We hope to implement this plan in the next nine months. During the fiscal year we executed Non-deliverable forward contracts between the USD and the Philippine Peso to protect our business and clients from further weakness in the US Dollar.
Employees
Currently we have approximately 290 employees, consisting primarily as dedicated agents working directly for clients. Of the 290 employees approximately 16 are considered admin or operational, which include payroll, HR and IT staff as well as supervisors and management. We count our employees using a FTE methodology (Full-time equivalent) which means 2 part-time employees would be counted as one, and an employee with a standard 60 hour work week would be counted as 1.5, approximately 90% of our employees work a U.S. standard 40 hour work week.
Hiring and Recruiting
We recognize that our staff will be critical to the success of our business as a majority of our support and service efforts involve direct interaction with customers. We believe the tenure and productivity of our staff will be directly related. Attracting, hiring, training and retaining our staff are major areas of focus. We believe that we pay our professionals competitive wages.
Competition
We will encounter aggressive competition in all areas of our business activities. We believe that the principal competitive factors in our business include the ability to:
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provide high quality professionals with strong customer interaction skills, including English language fluency with minimal accents;
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offer cost-effective pricing of services;
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deliver value-added and reliable solutions to clients;
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provide industry specific knowledge and expertise;
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generate revenues for clients;
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secure our client's confidential data; and
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provide a technology platform that offers a seamless customer experience.
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We believe that we can compete effectively on all of these factors. In providing outsourcing services to U.S.-based clients, we believe the location from which services are performed is also a competitive factor. U.S. companies may use domestic providers of outsourcing services or keep additional work in-house, despite the additional cost savings available through offshore providers of these services.
The global BPO services companies with whom we compete include both offshore and U.S.-based companies. These offshore companies may be based in locations such as India, the Philippines, South America, China, Latin America, the Caribbean, Africa or Eastern Europe. We have positioned ourselves as a Philippine-based outsourcing provider, with high quality service offerings and a college-educated workforce attuned to U.S. culture, and with an emphasis on lower cost structure and revenue generation for our clients.
In customer management services, our principal competitors will include publicly traded U.S. companies PeopleSupport, Inc., Sykes Enterprises, West Corp., Accenture Ltd., ExlService Holdings, Inc. and TeleTech Holdings. Privately held competitors include eTelecare International, ClientLogic, Qualfone and Innodata. In addition to our direct competitors, many companies choose to perform some or all of their customer service, technical support, collections and back-office processes internally. Their employees provide these services as part of their regular business operations. Some companies have moved portions of their in-house customer management functions offshore, including to offshore affiliates. We believe our key advantage over in-house business processes is that we will give companies the opportunity to focus on their core products and services while we focus on the specialized function of managing their customer relationships, transcriptions and captioning and additional back-office services.
Regulation
Federal, state and international laws and regulations impose a number of requirements and restrictions on our business. For example, our accounts receivable management services are subject to the Fair Debt Collection Practices Act, which imposes numerous restrictions and obligations on our debt collection practice. Additionally, many states require a debt collector to apply for, be granted and maintain a license to engage in debt collection activities within the state. There are state and federal consumer protection laws that apply to our customer management services business, such as laws limiting telephonic sales or mandating special disclosures, and laws that apply to information that may be captured, used, shared and/or retained when sales are made and/or collections are attempted. State and federal laws also impose limits on credit account interest rates and fees, and their disclosure, as well as the time frame in which judicial actions may be initiated to enforce the collection of consumer accounts. There are numerous other federal, state, local and even international laws and regulations related to, among other things, privacy, identity theft, telephonic and electronic communications, sharing and use of consumer information that apply to our business and to our employees' interactions and communications with others. For example, the Federal Trade Commission's Telemarketing Sales Rule applies a number of limitations and restrictions on our ability to make outbound calls on behalf of our clients and our ability to encourage customers to purchase higher value products and services on inbound calls. Similarly, the Telephone Consumer Protection Act of 1991, which among other things governs the use of certain automated calling technologies, applies to calls to customers. Many states also have telemarketing laws that may apply to our business, even if the call originates from outside the state. Additionally, some of the laws directed toward credit originators, such as the Truth in Lending Act and the Fair Credit Billing Act, can affect our operations because our receivables were originated through credit transactions. These laws, among others, may give consumers a legal cause of action against us or may limit our ability to recover amounts owed with respect to the receivables.
Federal and state regulators are empowered to examine and take enforcement actions for violations of these laws and regulations or for practices, policies or procedures they deem non-compliant, unfair, unsafe or unsound. Moreover, lawsuits may be brought by appropriate regulatory agencies, attorneys general and private parties for non-compliance with these laws and regulations. Accordingly, a failure to comply with the laws and regulations applicable to our business could have a material adverse effect on us.
New consumer protection and privacy protection laws or regulations are likely to impose additional requirements on the enforcement of and recovery on consumer credit card or installment accounts, telephonic sales, Internet communications and other portions of our business. We cannot ensure that some of the receivables were not established as a result of identity theft or unauthorized use of credit and, accordingly, we will not be able to recover the amount of these and other defaulted consumer receivables. As a purchaser of defaulted consumer receivables, we may acquire receivables subject to legitimate defenses on the part of the consumer. In general, our account purchase contracts allow us to return to the debt seller certain defaulted consumer receivables that may not be collectible, due to these and other circumstances. Upon return, the debt sellers are required to replace the receivables with similar receivables or repurchase the receivables. These provisions limit, to some extent, our potential losses on such accounts.
Item 1A. Risk Factors.
A smaller reporting company is not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
A smaller reporting company is not required to provide the information required by this Item.
Item 2. Properties
We operate out of a leased facility in Cebu, Philippines. The lease began on December 1, 2007, and is for 5 years at the rate of approximately $3,500 per month. Additional space was added at an additional $1,720 per month. On August 15, 2010, we signed a lease in Los Angeles for approximately $1,200 per month for a term of twelve months. On May 18, 2011, the board voted unanimously in favor of closing the Los Angeles office and moving to a new location in Michigan. Effective May 18, 2011, the new corporate address is: 801 W. Big Beaver, Suite 650, Troy, Michigan, 48084. We do not have a lease agreement at this time. Our board member and communications director, Richard Halprin, is providing the office space free of charge at this time.
In March 2010, we signed a new lease for a facility in Cebu, Philippines. The lease begins on July 30, 2010, and is for 5 years at the rate of approximately $10,650 per month. The lease contains a rent-free fit-out period from March 30 to July 29, 2010. The lease also contains an option for additional 5 years upon mutual agreement of the parties.
Item 3. Legal Proceedings
Loomis Bankruptcy
On or about January 6, 2011, a complaint was filed against us in the United States Bankruptcy Court for the District of Arizona (Case No. 2:10-bk-01885) by Joseph Charles Loomis (the “Debtor”). The Debtor is the subject of a Chapter 11 bankruptcy case. The complaint alleges that on January 26, 2010, after the commencement of his bankruptcy case, the Debtor made a payment of $500,000 to us without prior bankruptcy court approval and that the entire payment is subject to being ordered immediately returned to the bankruptcy estate. The payment was made pursuant to a written Stock Subscription Agreement executed between us and the Debtor or about January 1, 2010 whereby the Debtor agreed to purchase 833,333 shares of our common stock (the “Stock Sale”).
On February 28, 2011, the United States Bankruptcy Court approved a settlement agreement (the “Settlement Agreement”) between us and the Debtor. Under the Settlement Agreement, we are required to pay the Debtor $200,000 within 48 hours of entry of the order by the Bankruptcy Court approving the Settlement Agreement. In exchange for the above-referenced payment, the Debtor will return to us 333,332 shares of our common stock purchased as part of the Stock Sale.
Further under the Settlement Agreement, the Debtor shall be permitted to sell his remaining shares of stock acquired in the Stock Sale for a price of not less than $0.35 per share. At the expiration of 180 days from the date of entry of an order by the Bankruptcy Court approving the Settlement Agreement, we will buy back all of the remaining shares of stock sold by means of the Stock Sale for an amount such that the Debtor is reimbursed in the total amount of $500,000 as a result of the above transactions. In exchange, the Debtor will return to us all remaining shares of our common stock in his possession acquired on account of the Stock Sale.
On September 9, 2011 we entered in to an Amendment to Settlement Agreement (“Amendment”) with the Debtor in which he agreed to forbear his right to submit the judgment to the court. In addition, commencing as of April 1, 2011, we agree to make forbearance payments to Debtor on a monthly basis in the amount of 8% of the sum of $300,000 or $2,000 per month with each forbearance payment due and payable on the first business day of each month. Under this Amendment and within 48 hours of approval of this Amendment by the Bankruptcy Court, we shall pay the Debtor the past due forbearance payments (for the months of April, May, June, July and August) in the total amount of $10,000.
The remaining principal balance in the amount of $300,000 is due and payable to the Debtor on or before April 1, 2012.
Duryea Action
On June 27, 2011, a complaint was filed against us in the United States District Court of the District of Nevada (Case No. 2:11-cv-01054-GMN-GWF) by Joseph Duryea (“Duryea”), our former President and member of the board of directors. The complaint alleges that Duryea is entitled to certain benefits provided under his employment contract with the company on account of his termination with our company for “Good Reason.” He claims, among other things, that certain of our officers engaged in multiple activities which constituted breaches of their fiduciary duty and his employment agreement. He also alleges that he took stock that was overvalued based on our incorrect financial reports. He seeks compensatory and punitive damages in excess of $75,000.
At the present time, the board of directors is considering options as to how to respond to Duryea’s complaint. More information will be provided in subsequent reports.
Item 4. (Removed and Reserved)
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “SSVE.OB.”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
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Fiscal Year Ending May 31, 2011
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Quarter Ended
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High $
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Low $
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May 31, 2011
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0.38
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0
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August 31, 2010
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0.471
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0.20
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November 30, 2010
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0.551
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0.30
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February 28, 2010
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0.68
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0.20
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Fiscal Year Ending May 31, 2010
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Quarter Ended
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High $
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Low $
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May 31, 2010
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1.27
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0.41
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August 31, 2009
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0.52
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0.25
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November 30, 2009
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0.60
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0.42
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February 28, 2009
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1.30
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0.45
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Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) 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 of such duties or other requirements of the securities laws; (c) 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; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) 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 (d) a monthly account statement 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 as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of June 3, 2011, we had 26,232,280 shares of our common stock issued and outstanding, held by 338 shareholders of record.
Dividends
The Company has not declared, or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future.
Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.
Recent Sales of Unregistered Securities
We have 100,000,000 shares of $0.00001 par value common stock authorized.
On April 12, 2011, we sold 3,000,000 shares of our common stock in a private offering at $0.05 per share for a total cash value of $150,000. We collected $94,700 and recorded the balance of $55,300 as a stock subscription receivable. We determined the balance of $55,300 to be uncollectable at May 31, 2011 and wrote off the balance against additional paid-in capital.
On May 26, 2011, we sold 650,000 shares of our common stock in a private offering at $0.10 per share for a total cash value of $65,000.
We issued shares at various times to employees for services rendered. During the years ended May 31, 2011 and 2010, 1,682,499 and 373,333 shares were issued to employees for total value of $758,246 and $280,000, respectively. The shares were valued at the market price on the grant date.
In April and May 2011, we issued 6,396,250 anti-dilution shares of common stock to two officers under the terms of their employment agreements. The share issuances were recorded at par value.
During the year ended May 31, 2011, we entered into two agreements to purchase back stock into treasury.
We agreed to purchase back 833,333 shares of common stock for a total cost of $500,000 in accordance with a settlement agreement with a shareholder. We paid $200,000 and recorded the remaining $300,000 as a payable as of May 31, 2011.
We also agreed to purchase back 6,835,425 shares of common stock for a total cost of $500,000 in accordance with a settlement agreement with a departing officer of the Company. We paid $100,000 and recorded the remaining $400,000 as a payable as of May 31, 2011.
The sale of the above securities was exempt under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and/or Rule 506 promulgated under the Act.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Results of Operations for the years ended May 31, 2011 and 2010
To become more profitable and competitive, we have to attract more clients, sell our services and generate more revenues.
Our revenue reported for the year ended May 31, 2011 was $2,845,159, compared with $2,866,222 for the year ended May 31, 2010. Our revenue generated for both periods was attributable to the sale of our BPO services and was comparable for both periods.
Returns and allowances are refunds for services not provided. Returns and allowances for the year ended May 31, 2011 amounted to $38,613, compared with $54,333 for the same period ended May 31, 2010. We experienced less returns and allowances in the year ended May 31, 2011 compared with the same period 2010 as a result of improved service delivery.
Our revenue less returns and allowances is our net revenue. Net revenue for the year ended May 31, 2011 was $2,806,546, compared with $2,812,489 for the same period ended May 31, 2010.
Our operating expenses for the year ended May 31, 2011 were $4,080,805, compared with $2,620,990 for the same period ended May 31, 2010. The increase in our operating expenses for the year ended May 31, 2011 compared with May 31, 2010 is mainly attributable to: increased wages and benefits, which increased by $1,307,819; severance payments, which were non-existent in 2010 but accounted for $149,000 in 2011;and rent, which increased by $107,790 in 2011. This year we experienced a decrease in commission, advertising, and selling, general and administrative expenses. Below is a breakdown of our operating expenses for the years ended May 31, 2011 and 2010.
|
Wages and benefits
|
$ | 2,963,906 | $ | 1,656,087 | |
|
Rent
|
211,767 | 103,977 | |||
|
Advertising
|
87,050 | 104,390 | |||
|
Telephone, internet and utilities
|
149,972 | 145,679 | |||
|
Commissions
|
165,889 | 283,526 | |||
|
Severance
|
149,000 | 0 | |||
|
Legal and accounting
|
94,673 | 62,472 | |||
|
Depreciation
|
74,240 | 58,318 | |||
|
Selling, general and administrative
|
184,308 | 206,541 | |||
|
TOTAL OPERATING EXPENSES
|
$ | 4,080,805 | $ | 2,620,990 |
We had other expenses of $110,816 for the year ended May 31, 2011. Other expenses for this period consisted mainly of an $110,000 write off of a note receivable. We had other income in 2010 by comparison, mainly consisting of a gain on the sale of assets in the amount of $149,540 and a gain from currency hedging transactions in the amount of $54,964.
We had a net loss of $900,075 for the year ended May 31, 2011, compared with net income of $274,055 for the year ended May 31, 2010.
Liquidity and Capital Resources
As at May 31, 2011, we had $775,226 in current assets and $1,042,789 in current liabilities. On May 31, 2010, we had working capital of $267,563.
Operating activities used $556,620 in cash for year ended May 31, 2011. Our net loss of $900,075, along with deferred income tax liabilities of $485,000, and trade accounts receivable of $220,175 were the primary components of our negative operating cash flow. These were offset mainly by $758,249 in stock based compensation, settlement accounts payable of $131,550 and $110,000 for the write off of a note receivable.
Cash flows used by investing activities during the year ended May 31, 2011 were $576,063 mainly as a result of $666,063 for the purchase of property and equipment.
Cash flows used by financing activities during the year ended May 31, 2011 was $140,300 primarily as a result of $300,000 for the purchase of treasury stock, offset mainly by $$159,700 from the issuance of our common stock.
Currently, our primary source of liquidity is cash flows provided by our operations. We will not require additional capital to execute our plan, unless we expand into additional facilities or grow through the acquisition of complementary businesses. Our current cash flows from operations are sufficient to meet our working capital requirements over the next 12 months.
Research and Development
We will not be conducting any product research or development during the next 12 months.
Off Balance Sheet Arrangements
As May 31, 2011, there were no off balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements Required by Article 8 of Regulation S-X:
|
Audited Financial Statements:
|
|
14
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
SupportSave Solutions, Inc.
We have audited the accompanying consolidated balance sheets of SupportSave Solutions, Inc., as of May 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. 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 has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of SupportSave Solutions, Inc., as of May 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Bingham Farms, Michigan
September 13, 2011
SUPPORTSAVE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF MAY 31, 2011 AND 2010
|
2011
|
2010
|
|||||
|
ASSETS
|
||||||
|
Current Assets
|
||||||
|
Cash and cash equivalents
|
$ | 275,716 | $ | 1,588,056 | ||
|
Investments in marketable securities
|
900 | 610 | ||||
|
Accounts receivable – trade
|
390,424 | 170,249 | ||||
|
Accounts receivable – other
|
0 | 15,441 | ||||
|
Note receivable – current
|
0 | 210,000 | ||||
|
Notes receivable – related party
|
100,000 | 0 | ||||
|
Interest receivable
|
8,186 | 3,541 | ||||
|
Total Current Assets
|
775,226 | 1,987,897 | ||||
|
Property and equipment, net
|
738,336 | 201,723 | ||||
|
Other Assets
|
||||||
|
Security deposit
|
64,208 | 64,208 | ||||
|
Note receivable – related party
|
0 | 50,000 | ||||
|
Deferred income tax asset
|
485,000 | 0 | ||||
|
Total Other Assets
|
549,208 | 114,208 | ||||
|
TOTAL ASSETS
|
$ | 2,062,770 | $ | 2,303,828 | ||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||
|
Current Liabilities
|
||||||
|
Accounts payable
|
$ | 57,574 | $ | 50,986 | ||
|
Accrued expenses
|
55,865 | 113,868 | ||||
|
Accounts payable – settlements
|
131,550 | 0 | ||||
|
Treasury stock payable
|
700,000 | 0 | ||||
|
Loan payable – officer
|
800 | 800 | ||||
|
Deferred income tax liability
|
97,000 | 97,000 | ||||
|
Total Current Liabilities
|
1,042,789 | 262,654 | ||||
|
Stockholders’ Equity
|
||||||
|
Common stock, $.00001 par value, 100,000,000 shares authorized;
26,232,280 and 14,503,531 shares issued and outstanding at May 31, 2011 and 2010, respectively
|
262 | 145 | ||||
|
Additional paid in capital
|
2,875,916 | 1,958,084 | ||||
|
Treasury stock
|
(1,003,029 | ) | (3,029 | ) | ||
|
Stock subscription receivable
|
0 | 0 | ||||
|
Cumulative translation adjustment
|
(83,175 | ) | (43,818 | ) | ||
|
Unrealized gain (loss) on investments
|
(19,113 | ) | (19,403 | ) | ||
|
Retained earnings (deficit)
|
(750,880 | ) | 149,195 | |||
|
Total Stockholders’ Equity
|
1,019,981 | 2,041,174 | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 2,062,770 | $ | 2,303,828 | ||
The accompanying notes are an integral part of the financial statements
SUPPORTSAVE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2011 AND 2010
|
2011
|
2010
|
|||||
|
REVENUE
|
||||||
|
Sales
|
$ | 2,845,159 | $ | 2,866,822 | ||
|
Less: returns and allowances
|
(38,613 | ) | (54,333 | ) | ||
|
NET REVENUE
|
2,806,546 | 2,812,489 | ||||
|
OPERATING EXPENSES
|
||||||
|
Wages and benefits
|
2,963,906 | 1,656,087 | ||||
|
Rent
|
211,767 | 103,977 | ||||
|
Advertising
|
87,050 | 104,390 | ||||
|
Telephone, internet and utilities
|
149,972 | 145,679 | ||||
|
Commissions
|
165,889 | 283,526 | ||||
|
Severance
|
149,000 | 0 | ||||
|
Legal and accounting
|
94,673 | 62,472 | ||||
|
Depreciation
|
74,240 | 58,318 | ||||
|
Selling, general and administrative
|
184,308 | 206,541 | ||||
|
TOTAL OPERATING EXPENSES
|
4,080,805 | 2,620,990 | ||||
|
OPERATING INCOME (LOSS)
|
(1,274,259 | ) | 191,499 | |||
|
OTHER INCOME (EXPENSE)
|
||||||
|
Interest income
|
13,240 | 16,922 | ||||
|
Miscellaneous other income
|
1,154 | 235 | ||||
|
Gain on sale of investments
|
0 | 7,895 | ||||
|
Write off of note receivable
|
(110,000 | ) | 0 | |||
|
Gain (loss) from currency hedging transactions
|
0 | 54,964 | ||||
|
Gain (loss) on sale of assets
|
(15,210 | ) | 149,540 | |||
|
TOTAL OTHER INCOME (EXPENSE)
|
(110,816 | ) | 229,556 | |||
|
NET INCOME (LOSS) BEFORE PROVISION FOR FEDERAL INCOME TAX (BENEFIT) EXPENSE
|
(1,385,075 | ) | 421,055 | |||
|
PROVISION FOR FEDERAL INCOME TAXES (BENEFIT) EXPENSE
|
(485,000 | ) | 147,000 | |||
|
NET INCOME (LOSS)
|
$ | (900,075 | ) | $ | 274,055 | |
|
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED
|
$ | (0.06 | ) | $ | 0.02 | |
|
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
|
15,771,646 | 13,638,800 | ||||
The accompanying notes are an integral part of the financial statements
SUPPORTSAVE SOLUTIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
AS OF MAY 31, 2011
|
Common Stock
|
Additional
Paid in |
Treasury
|
Stock
Subscription |
Cumulative
Translation |
Unrealized
Gain (Loss) |
Retained
Earnings |
|||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stock
|
Receivable
|
Adjustment
|
on Investments
|
(Deficit)
|
Total
|
|||||||||||||||||||
|
Balance, June 1, 2009
|
13,255,198 | $ | 132 | $ | 1,143,292 | $ | (64,207 | ) | $ | 0 | $ | (21,958 | ) | $ | 0 | $ | (124,860 | ) | $ | 932,399 | |||||||
|
Purchase of treasury stock
|
- | - | - | (9,017 | ) | - | - | - | - | (9,017 | ) | ||||||||||||||||
|
Common stock issued for cash
|
875,000 | 9 | 524,991 | - | - | - | - | - | 525,000 | ||||||||||||||||||
|
Sale of treasury stock
|
- | - | 9,805 | 70,195 | - | - | - | - | 80,000 | ||||||||||||||||||
|
Common stock issued for services
|
373,333 | 4 | 279,996 | - | - | - | - | - | 280,000 | ||||||||||||||||||
|
Net income
|
- | - | - | - | - | (21,860 | ) | (19,403 | ) | 274,055 | 232,792 | ||||||||||||||||
|
Balance, May 31, 2010
|
14,503,531 | 145 | 1,958,084 | (3,029 | ) | 0 | (43,818 | ) | (19,403 | ) | 149,195 | 2,041,174 | |||||||||||||||
|
Common stock issued for services
|
1,682,499 | 17 | 758,232 | - | - | - | - | - | 758,249 | ||||||||||||||||||
|
Common stock issued for cash
|
3,650,000 | 36 | 214,964 | - | (55,300 | ) | - | - | - | 159,700 | |||||||||||||||||
|
Purchase of treasury stock
|
- | - | - | (1,000,000 | ) | - | - | - | - | (1,000,000 | ) | ||||||||||||||||
|
Issuance of anti-dilution common stock
|
6,396,250 | 64 | (64 | ) | - | - | - | - | - | 0 | |||||||||||||||||
|
Write-off of stock subscription receivable
|
- | - | (55,300 | ) | - | 55,300 | - | - | - | 0 | |||||||||||||||||
|
Net loss
|
- | - | - | - | - | (39,357 | ) | 290 | (900,075 | ) | (939,142 | ) | |||||||||||||||
|
Balance, May 31, 2011
|
26,232,280 | $ | 262 | $ | 2,875,916 | $ | (1,003,029 | ) | $ | 0 | $ | (83,175 | ) | $ | (19,113 | ) | $ | (750,880 | ) | $ | 1,019,981 | ||||||
The accompanying notes are an integral part of the financial statements
SUPPORTSAVE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2011 AND 2010
|
2011
|
2010
|
|||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||
|
Net income (loss) for the period
|
$ | (900,075 | ) | $ | 274,055 | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||
|
Depreciation
|
74,240 | 58,319 | ||||
|
Write-off of note receivable
|
110,000 | 0 | ||||
|
Stock-based compensation
|
758,249 | 280,000 | ||||
|
(Gain) loss on sale of assets
|
15,210 | (149,540 | ) | |||
|
(Gain) on investments
|
0 | (7,895 | ) | |||
|
Changes in assets and liabilities:
|
||||||
|
Accounts receivable – trade
|
(220,175 | ) | (155,317 | ) | ||
|
Accounts receivable – other
|
15,441 | (9,241 | ) | |||
|
Interest receivable
|
(4,645 | ) | (2,751 | ) | ||
|
Deferred income tax
|
(485,000 | ) | 50,000 | |||
|
Accounts payable
|
6,588 | 19,025 | ||||
|
Accrued expenses
|
(58,003 | ) | 88,308 | |||
|
Accounts payable - settlements
|
131,550 | (2,719 | ) | |||
|
Deferred income tax liability
|
0 | 97,000 | ||||
|
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
|
(556,620 | ) | 539,244 | |||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||
|
Purchase of property and equipment
|
(666,063 | ) | (184,661 | ) | ||
|
Sale of property and equipment
|
40,000 | 204,706 | ||||
|
Increase in security deposit
|
0 | (56,726 | ) | |||
|
Proceeds from sale of marketable securities
|
0 | 102,444 | ||||
|
Investments in non-controlled subsidiaries
|
0 | (16,500 | ) | |||
|
Payments received for note receivable
|
100,000 | 0 | ||||
|
Issuance of note receivable – related party
|
(50,000 | ) | (50,000 | ) | ||
|
NET CASH USED IN INVESTING ACTIVITIES
|
(576,063 | ) | (737 | ) | ||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||
|
Issuance of common stock
|
159,700 | 525,000 | ||||
|
Sale of treasury stock
|
0 | 80,000 | ||||
|
Purchase of treasury stock
|
(300,000 | ) | (9,017 | ) | ||
|
Payments on loan payable
|
0 | (28,923 | ) | |||
|
Proceeds from loan payable
|
0 | 28,923 | ||||
|
Proceeds from loan payable - officer
|
0 | 800 | ||||
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
|
(140,300 | ) | 596,783 | |||
|
Currency exchange rate effect on cash
|
(39,357 | ) | (21,860 | ) | ||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(1,312,340 | ) | 1,113,430 | |||
|
CASH AND CASH EQUIVALENTS – BEGINNING
|
1,588,056 | 474,626 | ||||
|
CASH AND CASH EQUIVALENTS – ENDING
|
$ | 275,716 | $ | 1,588,056 | ||
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||
|
Cash paid for interest
|
$ | 0 | $ | 0 | ||
|
Cash paid for income taxes
|
$ | 0 | $ | 0 | ||
|
SUPPLEMENTAL NON-CASH TRANSACTIONS:
|
||||||
|
Payable issued for purchase back of treasury stock
|
$ | 700,000 | $ | 0 | ||
The accompanying notes are an integral part of the financial statements
SUPPORTSAVE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
NOTE 1: NATURE OF BUSINESS
SupportSave Solutions, Inc. was incorporated in Nevada on May 2, 2007, and provides offshore business process outsourcing, or BPO, services from an outsourcing center through its wholly-owned subsidiary of the same name, which was incorporated in the Philippines on October 17, 2006 and operates in the Philippines. Both the parent and its subsidiary are hereinafter referred to as "the Company".
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a May 31 fiscal year end.
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of the parent company and its wholly-owned Philippines subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
SupportSave considers all highly liquid investments with maturities of 3 months or less to be cash equivalents.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided by straight-line and accelerated methods, over the estimated useful lives of the assets, ranging from 39 years for leasehold improvements and 5 to 7 years for furniture and equipment. Normal expenditures for repairs and maintenance are charged to operations as incurred.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Income Taxes
The Company uses an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statements and tax bases of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax assets to the amount that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax assets and liabilities.
Advertising Costs
The Company follows the policy of expensing advertising costs as they are incurred. Advertising expenses for the years ended May 31, 2011 and 2010 were $87,050 and $104,390, respectively.
SUPPORTSAVE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Translation
The functional currency of the Company is the United States Dollar. The financial statements of the Company’s Philippine operations are translated to U.S. dollars using the period exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurs. Net gains and losses resulting from foreign exchange translations are included in the statements of operations and changes in stockholders’ equity as other comprehensive income (loss).
Currency Hedging Transactions
The Company's operating expenses consist primarily of salaries, payroll taxes and employee benefit costs paid to the professionals that the Company employs in the Philippines. Since employee related costs are paid in the local currency, the Company is exposed to the risk of foreign currency fluctuations. In an effort to try to minimize the downside risk of fluctuating currency rates, the Company has entered into foreign exchange forward contracts from time to time. Any gains or losses from the settled and outstanding forward contracts are recorded as other income/expense in the statement of operations.
Impairment of Long-Lived Assets
The Company reviews its major assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered impaired, then impairment will be recognized in an amount determined by the excess of the carrying amount of the asset over its fair value.
Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, investments in marketable securities, accounts receivable – trade and other, notes receivable, interest receivable, accounts payable, accrued expenses, loan payable – officer and deferred revenue. The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities. Securities that are publicly traded are valued at their fair market value based as of the balance sheet date presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to additional paid in capital using the average-cost method.
Basic Income Per Share
Basic income per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of May 31, 2011.
SUPPORTSAVE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. The Company issued 1,682,499 and 373,333 shares of common stock to employees during the years ended May 31, 2011 and 2010, respectively. See note 8.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 3: PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of May 31, 2011 and 2010:
|
2011
|
2010
|
|||||
|
Office furniture and equipment
|
$ | 272,574 | $ | 213,740 | ||
|
Software
|
13,699 | 13,699 | ||||
|
Leasehold improvements
|
636,937 | 29,709 | ||||
|
Vehicles
|
0 | 63,270 | ||||
|
Sub-total
|
923,210 | 320,418 | ||||
|
Less: Accumulated depreciation
|
(184,874 | ) | (118,695 | ) | ||
|
Total Property and Equipment
|
$ | 738,336 | $ | 201,723 | ||
Depreciation expense was $74,240 and $58,319 for the years ended May 31, 2011 and 2010, respectively.
NOTE 4: NOTE RECEIVABLE
On May 11, 2009, the Company sold its office building for $260,000 on a note receivable. The Company received $50,000 down and the remainder is payable in 23 monthly interest only installments of $1,225 beginning June 11, 2009, with a balloon payment of the remaining principal and all accrued interest due on May 11, 2011. The note bears interest at 7% per annum and is secured by the real property. On January 28, 2011, the Company settled the note receivable for $100,000. The Company has written off the remaining $110,000 balance as bad debt.
NOTE 5: NOTE RECEIVABLE – RELATED PARTY
During the year ended May 31, 2010, the Company loaned $50,000 to a related party to fund an investment in a film project. The loan was due on June 14, 2011 and at that time a total balloon payment of $55,000 was due that will satisfy the principal and accrued interest. On June 2, 2010, the Company loaned an additional $50,000 to the related party and amended the terms of the initial loan. The total note receivable of $100,000 plus 6.66 % interest will be due on January 1, 2012. Interest expense related to these loans was $4,645 and $2,751 for the years ended May 31, 2011 and 2010, respectively.
SUPPORTSAVE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
NOTE 6: MARKETABLE SECURITIES
Marketable securities are shown on the balance sheet. The first-in, first-out (FIFO) method is used to determine the cost of each security at the time of sale. We consider our investment portfolio and marketable equity investments available-for-sale. Accordingly, these investments are recorded at fair market value. As of May 31, 2011, an unrealized loss of $19,113 has been recorded. Cost and market value of equitable securities at May 31, 2011 and 2010 are as follows:
|
Cost
|
Gross Unrealized Loss
|
Market Value
|
||||||
|
Equities/Options, May 31, 2011
|
$ | 20,013 | $ | (19,113 | ) | $ | 900 | |
|
Equities/Options, May 31, 2010
|
$ | 20,013 | $ | (19,403 | ) | $ | 610 | |
NOTE 7: ACCRUED EXPENSES
Accrued expenses consisted of the following as of May 31, 2011 and 2010:
|
2011
|
2010
|
||||
|
Accrued wages and taxes
|
$ | 33,954 | $ | 74,683 | |
|
Accrued professional fees
|
21,911 | 12,015 | |||
|
Accrued foreign taxes
|
0 | 25,985 | |||
|
Accrued miscellaneous
|
0 | 1,185 | |||
|
Total Accrued expenses
|
$ | 55,865 | $ | 113,868 | |
NOTE 8: COMMON STOCK
The Company has 100,000,000 shares of $0.00001 par value common stock authorized.
On January 1, 2010, the Company sold 875,000 shares of its common stock in a private offering at $0.60 per share for total cash of $525,000. 275,387 of those shares came from the treasury.
The Company purchased back 20,500 shares for a total cost of $9,017 during year ended May 31, 2010 and returned them to treasury.
On April 12, 2011, the Company sold 3,000,000 shares of its common stock in a private offering at $0.05 per share for a total cash value of $150,000. The Company collected $94,700 and recorded the balance of $55,300 as a stock subscription receivable. The Company determined the balance of $55,300 to be uncollectable at May 31, 2011 and wrote off the balance against additional paid-in capital.
On May 26, 2011, the Company sold 650,000 shares of its common stock in a private offering at $0.10 per share for a total cash value of $65,000.
The Company issued shares at various times to employees for services rendered. During the years ended May 31, 2011 and 2010, 1,682,499 and 373,333 shares were issued to employees for total value of $758,246 and $280,000, respectively. The shares were valued at the market price on the grant date.
SUPPORTSAVE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
NOTE 8: COMMON STOCK (CONTINUED)
In April and May 2011, the Company issued 6,396,250 anti-dilution shares of common stock to two officers under the terms of their employment agreements. The share issuances were recorded at par value.
During the year ended May 31, 2011, the Company entered into two agreements to purchase back stock into treasury.
The Company agreed to purchase back 833,333 shares of common stock for a total cost of $500,000 in accordance with a settlement agreement with a shareholder. The Company paid $200,000 and recorded the remaining $300,000 as a payable as of May 31, 2011.
The Company also agreed to purchase back 6,835,425 shares of common stock for a total cost of $500,000 in accordance with a settlement agreement with a departing officer of the Company. The Company paid $100,000 and recorded the remaining $400,000 as a payable as of May 31, 2011.
NOTE 9: OPERATING LEASE
The Company operates out of a leased facility in Cebu, Philippines. The lease began on December 1, 2007, and is for 5 years at the rate of approximately $3,500 per month. Additional space has recently been added at an additional $1,720 per month. On August 15, 2010, the Company signed a lease in Los Angeles for approximately $1,200 per month for a term of twelve months. On May 18, 2011, the Company board voted to close the Los Angeles facility effective that day. Also on May 18, 2011, the Company moved its corporate address to an office in Troy, Michigan by a shareholder who is providing the office space free of charge.
In March 2010, the Company signed a new lease for a facility in Cebu, Philippines. The lease begins on July 30, 2010, and is for 5 years at the rate of approximately $10,650 per month plus utilities. The lease contains a rent-free fit-out period from March 30 to July 29, 2010. The lease also contains an option for additional 5 years upon mutual agreement of the parties.
Minimum annual rents for all leases for the next five years are as follows:
|
Period Through:
|
Amount:
|
||
|
May 31, 2012
|
$ | 133,555 | |
|
2013
|
140,627 | ||
|
2014
|
147,914 | ||
|
2015
|
155,418 | ||
|
2015
|
26,113 | ||
|
Total
|
$ | 603,627 | |
NOTE 10: MAJOR CUSTOMERS
Sales to one customer accounted for 32% and 26% of net sales in the years ended May 31, 2011 and 2010, respectively.
SUPPORTSAVE SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2011
NOTE 11: INCOME TAXES
The provision for Federal income tax consists of the following at May 31:
|
2011
|
2010
|
||||
|
Federal income tax attributable to:
|
|||||
|
Current operations
|
$ | (485,000 | ) | $ | 147,000 |
|
Less: valuation allowance
|
0 | 0 | |||
|
Net provision (benefit) for Federal income taxes
|
$ | (485,000 | ) | $ | 147,000 |
The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows at May 31:
|
2011
|
2010
|
||||
|
Deferred tax asset attributable to:
|
|||||
|
Net operating loss carryover
|
$ | (97,000 | ) | $ | (97,000) |
|
Less: valuation allowance
|
0 | 0 | |||
|
Net deferred tax asset (liability)
|
$ | (97,000 | ) | $ | (97,000) |
NOTE 12: SUBSEQUENT EVENTS
Management has evaluated subsequent events through September 13, 2011, the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2011. Based on their evaluation, they concluded that our disclosure controls and procedures were effective.
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of May 31, 2011.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
During the most recently completed fiscal quarter, there has been 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.
Item 9B. Other Information
None
15
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following information sets forth the names of our current directors and executive officers, their ages as of May 31, 2011 and their present positions.
|
Name
|
Age
|
Position Held with the Company
|
|
Christopher Johns
|
34
|
President, CEO and Director
|
|
Beatrice White
|
27 |
Vice President
|
|
Richard Halprin
|
47
|
Director
|
|
Nathan White
|
34 |
Director
|
|
David Foot
|
47 |
Director
|
Set forth below is a brief description of the background and business experience of executive officers and directors.
Christopher Johns
Since May 2, 2007, Christopher Johns has been our Chief Executive Officer. From November 2004 to present Mr. Johns was involved in sales and management of SupportSave Management Solutions, a business owned by his wife, Aina Mae Dumlao-Johns. Support Save Management Solutions is engaged in the same line of business. From January 2003 to November 2004, Mr. Johns managed CallOnThe.Net and CheapTalk Phone cards which operated from Malaysia and Thailand and focused on sales of telecommunications services in developing markets in Asia, Africa and the Middle East. From early 2001 to January 2003, Mr. Johns managed an E-Commerce website from Venezuela that focused on the sales of "As Seen On TV" fitness products to the worldwide market.
Beatrice White
From 2007 to the present, Ms. White has been employed with our company as Call Center Agent, Team Leader, Operations Manager and now Vice President – Director of Operations.
Richard Halprin
For the last seventeen years, Mr. Halprin has engaged in the private practice of law in Troy, Michigan. Mr. Halprin is also a Magistrate of the 45B District Court (Oak Park, Mich.).
Nathan White
Nathan White, co-founded Hudson White PLLC, a firm that serves the needs of small business clients with innovative and responsive approaches to the challenges of today's business climate. Hudson white provides a variety of services in the areas of business formation, contracts, labor and employment issues, estate planning and trusts, working with non-profits and charitable associations, and Real Estate.
David Foot
David Foot is a retired investor for the past decade, he had investments in SSVE and decided to come out of retirement to actively manage his investment by working for SSVE in 2008 where he has been employed since.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
16
Table of Contents
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Ms. Melissa Lopez, at the address appearing on the first page of this annual report.
Code of Ethics
May 31, 2011, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
17
Table of Contents
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended May 31, 2011 and 2010.
|
SUMMARY COMPENSATION TABLE
|
|||||||||
|
Name and
principal position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|
Christopher Johns, President, CEO and Director
|
2010
2011
|
23,555
24,000
|
0
15,000
|
0
0
|
0
0
|
0
0
|
0
0
|
30,510
0
|
54,065
39,000
|
|
Beatrice Pia White,
Vice President and Director
|
2010
2011
|
8,900
8,700
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
8,900
8,700
|
|
David Foot,
IT Director and Director
|
2010
2011
|
3,200
5,400
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
3,200
5,400
|
| Joseph S. Duryea, Former Officer and Director |
2010
2011
|
50,000
25,000
|
0
0
|
152,716
0
|
0
0
|
0
0
|
0
0
|
0
0
|
202,716
25,000
|
|
Aina Mae Dumlao-Johns, Former Officer and Director
|
2010
2011
|
8,000
3,500
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
40,954
0
|
48,954
0
|
Narrative Disclosure to the Summary Compensation Table
On June 10, 2011, we entered into a settlement agreement (the “Settlement Agreement”) with Ms. Aina Dumlao, our former CEO. Under the terms of the Settlement Agreement, we agreed to purchase 6,835,425 shares of her common stock in our company for $500,000 and to pay her $16,808.18 for her accumulated time-off credit. Of this total amount, we agreed to pay $416,808.16 within 30 days signing the Settlement Agreement and the remaining $100,000 within 21 days of signing the Settlement Agreement.
Further under the Settlement Agreement, we agreed as follows:
|
§
|
We agreed to guarantee her an equity position in our company of 5.8% on her remaining shares, which will not be diluted by any future issuances.
|
|
§
|
We agreed to assign to Ms. Dumlao 25% of our interest in SS Media Ventures, LLC, a Florida limited liability company.
|
|
§
|
We agreed that her employment with our company was mutually terminated and not for cause as we announced in a prior filing.
|
In exchange for the above consideration, Ms. Dumlao agreed as follows:
|
§
|
She agreed to a complete release of any claims under her employment agreement dated November 3, 2010.
|
|
§
|
She agreed to safely return all customer information, lists and other documents.
|
|
§
|
She agreed to not disparage our company and to not solicit our employees or customers for a period of 12 months.
|
As part of the Settlement Agreement with Ms. Dumlao, Mr. Chris Johns, our CEO, has agreed to waive the anti-dilution provision in his own employment agreement.
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
18
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of May 31, 2011.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION AWARDS
|
STOCK AWARDS
|
||||||||
|
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Christopher Johns, President, CEO and Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Joseph S. Duryea, Former President and Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Aina Mae Dumlao-Johns, Former CEO, Treasurer and Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Compensation of Directors
The table below summarizes all compensation of our directors as of May 31, 2011.
|
DIRECTOR COMPENSATION
|
|||||||
|
Name
|
Fees Earned or
Paid in
Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Richard Halprin
|
5,000
|
-
|
-
|
-
|
-
|
-
|
5,000
|
|
Nathan White
|
1,200
|
-
|
-
|
-
|
-
|
-
|
1,200
|
Narrative Disclosure to the Director Compensation Table
Mr. White, who will also be serving as our General Counsel on a part time basis in addition to his service as a board member, will assist in all corporate legal matters of our company. Mr. White’s compensation will be $250 per month for serving on the board of directors and $350 per month for serving as General Counsel.
Mr. David Foot is currently our IT director and will now be taking a more active role, committed to working full-time to upgrade our IT solutions for customers. Mr. Foot’s compensation will be increased to $3,300 per month as he transitions to full-time employment.
Mr. Richard Halprin, will be expanding his role in our company by filling a part-time position as our Executive Communications Director. For his service in this role, we will compensate him $650 per month in addition to the $250 per month he receives for serving on our board of directors.
19
Table of Contents
Stock Option Plans
We did not have a stock option plan in place as of May 31, 2011.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of Jun e 3, 2011 by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity. Unless otherwise indicated, the address for the named parties below is 801 W. Big Beaver, Suite 650, Troy, Michigan, 48084.
As of June 3, 2011, we had 26,232,280 shares of our common stock issued and outstanding, held by 338 shareholders of record.
|
Name and Address of Beneficial Owners of Common Stock
|
Title of Class
|
Amount and Nature of
Beneficial Ownership
|
% of Common Stock
|
|
Christopher Johns
|
Common Stock
|
9,600,297
|
36.6%
|
|
Beatrice White
|
Common Stock
|
252,800
|
**
|
|
Richard Halprin
|
Common Stock
|
65,000
|
**
|
|
Nathan White
|
Common Stock
|
837,500
|
3.2%
|
|
David Foot
|
Common Stock
|
837,500
|
3.2%
|
|
DIRECTORS AND OFFICERS – TOTAL
|
Common Stock
|
||
|
5% SHAREHOLDERS
|
|||
|
Aina Dumlao
#1 JL Compound, Cebu City 6000 Philippines
|
Common Stock
|
7,835,425
|
29.9%
|
|
Long Road Capital, LLC
|
Common Stock
|
3,000,000
|
11.4%
|
** Less than 1%
20
Table of Contents
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as set forth above in Executive Compensation and below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
During the year ended May 31, 2010, we loaned $50,000 to a related party to fund an investment in a film project. The loan was due on June 14, 2011 and at that time a total balloon payment of $55,000 was due that will satisfy the principal and accrued interest. On June 2, 2010, we loaned an additional $50,000 to the related party and amended the terms of the initial loan. The total note receivable of $100,000 plus 6.66 % interest will be due on January 1, 2012. Interest expense related to these loans was $4,645 and $2,751 for the years ended May 31, 2011 and 2010, respectively.
In April and May 2011, we issued 6,396,250 anti-dilution shares of common stock to Christopher Johns and Aina Dumlao under the terms of their employment agreements. The share issuances were recorded at par value.
As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
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Financial Statements for the
Year Ended May 31
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Audit Services
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Audit Related Fees
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Tax Fees
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Other Fees
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2011
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$20,250
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$0
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$0
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$0
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2010
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$20,550
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$0
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$0
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$0
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Table of Contents
PART IV
Item 15. Exhibits, Financial Statements Schedules
(a) Financial Statements and Schedules
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
(b) Exhibits
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Exhibit Number
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Description
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3.1
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Articles of Incorporation, as amended (1)
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3.2
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Bylaws, as amended (2)
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| 23.1 | Consent of Independent Registered Public Accounting Firm |
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(1)
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Incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on June 20, 2007.
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(2)
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Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2011.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SupportSave Solutions, Inc.
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By:
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/s/ Christopher S. Johns
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Christopher S. Johns
President, Secretary,
Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer, and Director
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|
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September 14, 2011
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In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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By:
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/s/ David Foot
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David Foot
Director
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|
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September 14, 2011
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| By: | /s/ Beatrice Pia White |
| Beatrice Pia White | |
| Director | |
| September 14, 2011 |