Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - TARCON ACQUISITIONS I INC | Financial_Report.xls |
| EX-32.1 - CERTIFICATION - TARCON ACQUISITIONS I INC | tarc_ex321.htm |
| EX-31.1 - CERTIFICATION - TARCON ACQUISITIONS I INC | tarc_ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2011
OR
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933
|
For the transition period from _________ to _________
Commission File Number: 000-53542
TARCON ACQUISITIONS I, INC
(Exact Name of Registrant as Specified in Its Charter)
|
Nevada
|
90-0626819
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
333 Earle Ovington Boulevard, Suite 608
Uniondale, NY 11553
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s Telephone Number, including Area Code)
516 697 9977
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
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 ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 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. ¨
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. (Check one):
| Large Accelerated filer | o | Non-accelerated filer | o |
| Accelerated filer | o | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
The aggregate market value of the Common Stock held by non-affiliates of the registrant, computed as of December 31, 2011 (the last business day of the registrant’s most recent fiscal quarter), was: None
As of March 20, 2012, there were 5,000,000 shares of the registrant’s Common Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
INDEX
| PART I | |||||
| ITEM 1. |
BUSINESS
|
3 | |||
| ITEM 1A. |
RISK FACTORS
|
6 | |||
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
10 | |||
| ITEM 2. |
PROPERTIES
|
10 | |||
| ITEM 3. |
LEGAL PROCEEDINGS
|
10 | |||
| ITEM 4. |
MINE SAFETY DISCLOSURES
|
10 | |||
| PART II | |||||
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
11 | |||
| ITEM 6. |
SELECTED FINANCIAL DATA
|
11 | |||
| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
11 | |||
| TEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
11 | |||
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
11 | |||
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
11 | |||
| ITEM 9A. |
CONTROLS AND PROCEDURES
|
12 | |||
| ITEM 9B. |
OTHER INFORMATION
|
12 | |||
| PART III | |||||
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
13 | |||
| ITEM 11. |
EXECUTIVE COMPENSATION
|
14 | |||
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
14 | |||
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
15 | |||
| ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
16 | |||
| PART IV | |||||
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
17 | |||
| SIGNATURES | 18 | ||||
| INDEX TO FINANCIAL STATEMENTS | |||||
2
PART I
ITEM 1. BUSINESS.
(a) Business Development
TARCON ACUISITIONS, INC. (“we, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Nevada on October 28, 2010. Since inception, the Company has been engaged in organizational efforts and obtaining financing. The Company’s auditors have raised substantial doubt as to its ability to continue as a going concern if it is unable to generate revenues to cover operating costs and losses from operations.
(b) Business of Issuer
The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent, that desires to employ our funds in its business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The Company intends to search for a target company by interviewing accountants, attorney’s, investment bankers, hedge fund managers, friends and the like. The number of persons to be contacted is uncertain and will depend upon the response received from the people and entities contacted. It is unknown whether any of the targets will have any relationship with the Company’s management.
3
The analysis of new business opportunities has and will be undertaken by or under the supervision of the officers and directors of the Registrant. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:
|
(a)
|
Potential for growth, indicated by new technology, anticipated market expansion or new products;
|
|
(b)
|
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
|
|
(c)
|
Strength and diversity of management, either in place or scheduled for recruitment;
|
|
(d)
|
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
|
|
(e)
|
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;
|
|
(f)
|
The extent to which the business opportunity can be advanced;
|
|
(g)
|
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
|
|
(h)
|
Other relevant factors.
|
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
FORM OF ACQUISITION
The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.
It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.
The present stockholders of the Registrant will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant's directors may resign and new directors may be appointed without any vote by stockholders.
4
It is the intention of the Company to provide full, fair and complete disclosure to shareholders concerning a target company including information about its business and available financial statements prior to any merger or acquisition. It is also the intention of the Company that prior to or contemporaneously with the effectuation of any merger or acquisition that appropriate reporting to the Securities and Exchange Commission will be effected including the filing of a report on Form 8-K.
In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and anticipate they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
(c) Reports to security holders.
|
(1)
|
The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.
|
|
(2)
|
The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.
|
|
(3)
|
The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
|
5
ITEM 1A RISK FACTORS
An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.
There may be conflicts of interest between our management and our non-management stockholders.
Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of the stockholders of the Company. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders.
In addition, our management may in the future become involved with other blank check companies, and in the pursuit of business combinations, conflicts with such other blank check companies with which it may in the future become, affiliated, may arise. If we and any other blank check companies that our management may in the future become affiliated with desire to take advantage of the same opportunity, then those members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.
Our business is difficult to evaluate because we have no operating history.
As the Company has no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.
There is competition for those private companies suitable for a merger transaction of the type contemplated by management.
The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.
6
The Company has no existing agreement for a business combination or other transaction.
We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.
Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.
While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs in total. Our officers have not entered into a written employment agreement with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.
The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.
Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
The Company may be subject to further government regulation which would adversely affect our operations.
Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.
Any potential acquisition or merger with a foreign company may subject us to additional risks.
If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respect.
7
There is currently no trading market for our common stock.
Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.
The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.
We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.
Our business will have no revenues unless and until we merge with or acquire an operating business.
We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.
The Company intends to issue more shares in a merger or acquisition, which will result in substantial dilution.
Our Certificate of Incorporation authorizes the issuance of a maximum of 250,000,000 shares of common stock and a maximum of 10,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.
8
The Company has conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.
The Company has neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.
Because we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention of major brokerage firms.
Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.
We cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.
Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the- counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.
There is no public market for our common stock, nor have we ever paid dividends on our common stock.
There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
Authorization of preferred stock.
Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that the Company will not do so in the future.
9
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None
ITEM 2. PROPERTIES.
The Company neither rents nor owns any properties. The Company utilizes office space provided free of charge by Leonard N. Tarr one of our shareholders. The Company will continue to maintain its offices at this address until the consummation of a Business Combination, if ever.
The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities
ITEM 3. LEGAL PROCEEDINGS.
Presently, there are not any pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and the Registrant does not know nor is it aware of any legal proceedings threatened or contemplated against it.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable
10
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There have been no redemptions, issuances or transfers of any of the Company’s shares since the effectiveness of its registration statement on Form 10 nor the issuance of any options to purchase any of the Company’s shares.
ITEM 6. SELECTED FINANCIAL DATA
The Company has had no income and only insignificant expenses since its formation. See also Item 15.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
See item 6
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has only two shareholders and its shares are neither traded nor registered.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears beginning on the pages following the signature pages of this report and is incorporated herein by reference
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
11
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’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 to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our President carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2011. Based upon his evaluation, it was concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Management’s report on internal control over financial reporting
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011, and concluded that our internal control over financial reporting was effective as of December 31, 2011.
Changes in internal control over financial reporting
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.
12
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Officers and directors and additional information concerning them are as follows:
|
NAME
|
AGE
|
POSITION
|
||
|
Leonard N. Tarr
|
76 |
President, Director
|
Mr. Tarr has served as President and Director of the Company since its formation.. Since 2000, Mr.Tarr, an attorney at law has been engaged in the title insurance agency business and collection agency business. Mr. Tarr received his law degree from New York University Law School in 1959.
|
Constance Evans
|
68 |
Vice President, Secretary, Director
|
Mrs. Evans has served as Vice President, Secretary and a Director of the Company since its formation. She was a sales representative in the computer and peripherals industry for 20 years. Later since 2000 she was a closer of real estate titles, taught school and was retired. Mrs. Evans received her bachelors degree in education from Florida State University in 1964 and masters degree in education from Southern Connecticut State University in 1974.
The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified.
Significant Employees. None.
Family Relationships. None.
13
Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.
Prior Blank Check Company Experience
None
The Company is managed by its two person board of directors.
ITEM 11. EXECUTIVE COMPENSATION.
Neither of the company’s officers or directors has received any cash remuneration since inception. The Officers will not receive any renumeration until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. The officers and directors do not intend to devote more than a few hours a week to our affairs.
It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ, or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of March 20, 2012, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.
|
Amount and Nature of
|
|||||||
|
Name and Address
|
Beneficial Ownership
|
Percentage of Class
|
|||||
|
Leonard N. Tarr (1)
|
2,500,000
|
50
|
%
|
||||
|
333 Earl Ovington Blvd
|
|||||||
|
Suite 608
|
|||||||
|
Uniondale, NY 11553
|
|||||||
|
Constance Evans (1)
|
2,500,000
|
50
|
%
|
||||
|
2051 NW 56th Street
|
|||||||
|
Boca Raton, Fla 33496
|
|||||||
|
All Officers and Directors as a group (2 individuals)
|
5,000,000
|
100
|
%
|
||||
(1) Sole officers and directors of the Company
14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Our officers may become involved with subsequent blank check companies similar to the Company, although they have agreed not to participate in the formation of, or become an officer or director of, any blank check company that is not limited to a particular industry until we have entered into a definitive agreement regarding our initial business combination. You should also be aware of the following other potential conflicts of interest:
|
●
|
None of our officers and directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
|
●
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
|
●
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to a business combination.
|
In general, officers and directors of a corporation incorporated under the laws of the State of Nevada are required to present business opportunities to a corporation if:
|
●
|
the corporation could financially undertake the opportunity;
|
|
●
|
the opportunity is within the corporation’s line of business; and
|
|
●
|
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
|
Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
15
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
| (1) | 2010 | $1,500 |
| 2011 | $6,000 | |
| (2) | NONE | |
| (3) | NONE | |
| (4) | NONE | |
| (5) | The Company does not have an Audit Committee nor any such policies or procedures in effect since it is not an active operating company with more than a nominal amount of expenses. | |
| (6) | NA | |
16
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES.
|
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
|
Audited Balance Sheets as of December 31, 2011
|
F-3 | |||
|
Statement of Operations for the year ended December 31, 2011
|
F-4 | |||
|
Statement of Stockholders’ Equity for the year ended December 31, 2011
|
F-5 | |||
|
Statement of Cash Flows for the year ended December 31, 2011
|
F-6 | |||
|
Notes to Financial Statements
|
F-7 |
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Tarcon Acquisitions I, Inc
|
|||
|
Date: March 27, 2012
|
By:
|
/s/ Leonard N. Tarr | |
| President | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
|
Date: March 27, 2012
|
By:
|
/s/ Leonard N. Tarr, | |
| President |
18
TARCON ACQUISITIONS 1, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2011
19
TARCON ACQUISITIONS 1, INC
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2011
CONTENTS
|
Page
|
||||
|
Report of independent registered public accounting firm
|
F-2 | |||
|
Financial statements:
|
||||
|
Audited balance sheet as of December 31, 2011
|
F-3 | |||
|
Statement of operations for the year ended December 31, 2011
|
F-4 | |||
|
Statement of stockholders’ equity for the year ended December 31, 2011
|
F-5 | |||
|
Statement of cash flows for the year ended December 31, 2011
|
F-6 | |||
|
Notes to financial statements
|
F-7 | |||
F-1
The Board of Tarcon Acquisitions 1, Inc.
New York
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheet of Tarcon Acquisitions 1 Inc. as of December 31, 2011 and the related statements of operations, stockholders’ equity and cash flows for the year 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 audit.
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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the company as of December 31, 2011 and the results of its’ operations and its’ stockholders’ equity and cash flows for the period then ended in conformity with accounting principles generally accepted in the United State of America.
The financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the company has not established any source of revenue to cover its operating costs and losses from operations, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
March 9, 2012
F-2
TARCON ACQUSITIONS 1, Inc
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT DECEMBER 31, 2011
|
ASSETS
|
||||
|
Current assets:
|
||||
|
Cash and cash equivalents
|
$ | 62 | ||
|
Total current assets
|
62 | |||
|
TOTAL ASSETS
|
$ | 62 | ||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||
|
Current liabilities:
|
||||
|
Accounts payable and accrued liability
|
$ | 1,500 | ||
|
Due to officers
|
5,700 | |||
|
Total current liabilities
|
7,200 | |||
|
Stockholders’ equity:
|
||||
|
Preferred stock, $.0001 par value 10,000,000 shares - authorized,
|
||||
|
issued and outstanding - none
|
- | |||
|
Common stock, $.0001 par value 250,000,000 shares - authorized,
|
||||
|
issued and outstanding – 5,000,000 shares
|
500 | |||
|
Additional paid-in capital
|
8,500 | |||
|
Deficit during the development stage
|
(16,138 | ) | ||
|
Total stockholders’ equity
|
(7,138 | ) | ||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 62 | ||
The accompanying notes are an integral part of these financial statements
F-3
TARCON ACQUISITIONS 1,
INC (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
|
Revenues
|
$ | - | ||
|
Operating expenses:
|
||||
|
Filing fees
|
6,087 | |||
|
Professional fees
|
7,551 | |||
| 13,638 | ||||
|
Loss from operations
|
(13,638 | ) | ||
|
Net loss
|
$ | (13,638 | ) | |
|
Weighted average number of shares outstanding
|
5,000,000 |
The accompanying notes are an integral part of these financial statements
F-4
TARCON ACQUISITIONS 1, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDRS’ EQUITY
December 31, 2011
|
Total
|
||||||||||||||||||||
|
Stockholders’
|
||||||||||||||||||||
|
Common Stock $.0001
|
Additional
|
Retained
|
Equity
|
|||||||||||||||||
|
par value
|
Paid-in Capital
|
Earnings (deficit)
|
(Deficiency)
|
|||||||||||||||||
|
Shares
|
Amount
|
|||||||||||||||||||
|
Balance
|
||||||||||||||||||||
|
January 1, 2011
|
5,000,000 | $ | 500 | $ | 2,500 | $ | (2,500 | ) | $ | 500 | ||||||||||
|
Additional
|
||||||||||||||||||||
|
paid -in capital
|
- | - | 6,000 | 6,000 | ||||||||||||||||
|
Net loss for the
|
||||||||||||||||||||
|
year ended
|
||||||||||||||||||||
|
December 31, 2011
|
- | - | - | (13,638 | ) | (13,638 | ) | |||||||||||||
|
Balances
|
||||||||||||||||||||
|
December 31, 2011
|
5,000,000 | $ | 500 | $ | 8,500 | $ | (16,138 | ) | $ | (7,138 | ) | |||||||||
The accompanying notes are an integral part of these financial statements
F-5
TARCON ACQUISITIONS 1,
INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2011
|
Cash flows from operating activities:
|
||||
|
Net loss
|
$ | (13,638 | ) | |
|
Net cash flows used in operating activities
|
(13,638 | ) | ||
|
Cash flows provided by financing activities:
|
||||
|
Due to officers
|
5,700 | |||
|
Additional paid-in capital
|
6,000 | |||
|
Net cash flows provided by financing activities
|
11,700 | |||
|
Net decrease in cash
|
(1,938 | ) | ||
|
Cash – beginning
|
2,000 | |||
|
Cash – end
|
$ | 62 | ||
The accompanying notes are an integral part of these financial statements
F-6
TARCON ACQUISITION 1, INC
(A DEVELOPMENT STAGE COMPANY))
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
Note 1 – Organization and line of business:
Tarcon Acquisition 1, Inc. (the “company”) is currently a development stage company as defined by Statement of Financial Accounting Standards ASC Topic 915 and was incorporated under the laws of the State of Nevada on October 28, 2010. The company is considered to be a “blank check” company since it has no business plan, no operations, revenues or employees. The implementation of business objective is wholly contingent upon a business combination and/or the successful sale of securities of the company.
Note 2 – Significant Accounting Policies:
a) Basis of presentation/going concern:
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the company as a going concern. However, the company has no real business or any established source of revenue. This matter raises substantial doubt about the company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
Management plans to take the following steps that it believes will be sufficient to provide the company with the ability to continue in existence:
Locate a suitable acquisition or merger candidate and consummate a business combination. The company may need cash advances from its stockholders or loans from other parties to pay for operating expenses until the company consummates a merger or business combination with a privately held operating company. Although it is currently anticipated that the company can satisfy its cash requirements with additional cash advances or loans from other parties if needed for at the least twelve months, the company can project no assurance that it can continue to satisfy its cash requirements for such periods.
Management intends to raise financing through private equity financing or other means and interest that it deems necessary.
b) Use of estimates:
The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
c) Cash equivalents:
Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.
d) Fair value of financial instruments:
The carrying value of the company’s financial instruments consisting of cash & cash equivalents, accounts payable and accrued liability approximate their fair value due to short-term maturity of these instruments.
e) Advertising costs:
Advertising costs are expensed as incurred. There were no advertising expenses for the periods presented.
F-7
TARCON ACQUISITION 1, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
(CONTINUED)
f) Income taxes:
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss, and tax credit carry forward. Deferred tax assets and liabilities are measured using exact tax rates in effect for the year in which those temporary differences are expected to be recovered or settle. The company has reserved against any tax benefit in full, as it is unsure if it can ultimately benefit from the loss.
g) Earnings per share:
In accordance with FASB ASC Topic 260, “Earnings Per Share,” the basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
h) Basis of accounts:
The company’s financial statements are prepared using the accrual method of accounting.
i) Impact of new accounting statements:
The company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the company’s results of operation, financial position or cash flows.
Note 3 – Due to officers:
Amount due is unsecured and non interest bearing.
Note 4 – Stockholders’ equity:
The company has issued 5,000,000 shares of its common stock, as founder shares for cash of $500.
Note 5 – Related party transactions:
The company does not own or lease any real or personal property. The officers and directors of the company are involved in other business activities and may in the future, become involved in other business opportunities as they become available. Thus, they may face a conflict in selecting between the company and their other business interests. The company has not formulated a policy for the resolution of such conflicts.
Note 6 – Commitment & contingencies:
There is no commitment or contingency to disclose during the period ended December 31, 2011.
Note 7 – Subsequent events:
There are no events subsequent to December 31, 2011 to report as of the date of this report.
F-8