NOTE 1 - ORGANIZATION AND OPERATIONS
Fuel Doctor Holdings, Inc. (formerly Silverhill Management Services, Inc.)
Silverhill Management Services, Inc. was incorporated on March 25, 2008 under the laws of the State of Delaware. Silverhill planned to offer business support services to proprietors, entrepreneurs, and small business owners. On September 1, 2011, Silverhill amended its Articles of Incorporation, and changed its name to Fuel Doctor Holdings, Inc. ("Fuel Doctor" or the "Company") to reflect the business of Fuel Doctor, LLC ("FDLLC") and Subsidiary. The Company discontinued the development of its business support services upon the acquisition of FDLLC on August 24, 2011.
Fuel Doctor, LLC and subsidiary
Fuel Doctor, LLC was organized on May 5, 2009 under the laws of the State of California. FDLLC engages in the design, marketing and distribution of auto accessories.
On November 16, 2010, FDLLC formed Fuel Doctor Fuel Stations, LLC ("Fuel Stations") under the laws of the State of California, whereby the Company owns 60% of the equity interest. Fuel Stations plans to operate businesses associated with the sale and distribution of a gasoline food and beverage market, and associated Fuel Doctor Products. Fuel Stations is currently inactive.
Acquisition of Fuel Doctor, LLC and subsidiary recognized as a reverse acquisition
On August 24, 2011, the Company consummated an Agreement and Plan of Reorganization (the "Plan") by and among the Company, Fuel Doctor, LLC, a California limited liability company, Emily Lussier, the Company's controlling shareholder, and the members of FDLLC. Pursuant to the Plan, (i) Emily Lussier surrendered 3,485,000 shares, representing her controlling interest in the Company and resigned as an officer and director; the Company (ii) effectuated a 4.3 for 1 (1:4.3) forward stock split and issued 2,399,100 shares of its common stock to its pre-merger shareholders to give effect to the stock split; (iii) acquired 100% of the membership interests of FDLLC for 8,500,000 common shares of the Company; and (iv) converted working capital advances of $847,500 at $1.00 per share for 847,500 shares of the Company's common stock. Total number of common shares issued represents approximately 74.7% of the Company outstanding stock immediately post acquisition; FDLLC became a wholly owned subsidiary of the Company; and the managers of FDLLC were appointed as the Officers and Directors of the Company. The merger between the Company and FDLLC has been treated as a reverse acquisition with FDLLC deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse merger is deemed a capital transaction and the net assets of FDLLC (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of FDLLC which are recorded at historical cost.
The Company applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins ("SAB") ("SAB Topic 4B") issued by the U.S. Securities and Exchange Commission (the "SEC"), by reclassifying the LLC's owner capital account inclusive of capital contributions of $3,777,794 and an accumulated deficit of ($4,581,140) as of August 23, 2011 to additional paid-in capital.