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EXCEL - IDEA: XBRL DOCUMENT - PAN GLOBAL, CORP.Financial_Report.xls
EX-10.2 - PAN GLOBAL, CORP.ex10-2.htm
EX-32.1 - CERTIFICATION PURSUANT TO - PAN GLOBAL, CORP.ex32-1.htm
EX-10.1 - PAN GLOBAL, CORP.ex10-1.htm
EX-31.1 - CERTIFICATION OF THE COMPANY S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - PAN GLOBAL, CORP.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

[X]        ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: September 30, 2012

 

[  ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File No. 333-167130

 

SAVVY BUSINESS SUPPORT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   27-2473958
(State or other jurisdiction of   (I.R.S. employer
incorporation or formation)   identification number)

 

The Courts of Red Bank

130 Maple Avenue, Suite 9B2

Red Bank, NJ 07701

(Address of principal executive offices)

 

Issuer’s telephone number: (732) 530-9007
   
Issuer’s facsimile number: (732) 530-9008

 

N/A

(Former name, former address and former

fiscal year, if changed since last report)

 

Copies to:

Philip Magri, Esq.

The Sourlis Law Firm

The Courts of Red Bank

130 Maple Avenue, Suite 9B2

Red Bank, New Jersey 07701

Direct Dial: (954) 303-8027

T: (732) 530-9007

F: (732) 530-9008 

philmagri@sourlislaw.com

www.SourlisLaw.com

 

Securities registered under Section 12(b) of the Exchange Act:

 

None

 

Securities registered under Section 12(g) of the Exchange Act:

 

None

 

(Title of Class)

 

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 [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

 

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 preceding 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. [  ]

 

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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 [X] No [  ]

 

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 fiscal quarter.

 

As of March 31, 2011, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $80,000 based on $2.00 (the price at which the common equity was last sold).

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

 

As of December 3, 2012, there were 2,355,000 shares of Common Stock, par value $0.0001 per share; 4,500,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share; and 100 shares of Series B Non-Convertible Preferred Stock, par value $0.0001 per share, issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

None

 

 

  

 
 

 

TABLE OF CONTENTS

 

      PAGE
PART I      
  Item 1. Description of Business 3
  Item 1A. Risk Factors 10 
  Item 1B Unresolved Staff Comments 14
  Item 2. Description of Property 14
  Item 3. Legal Proceedings 14
  Item 4. Submission of Matters to a Vote of Security Holders 15
       
PART II      
  Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 15
  Item 6 Selected Financial Data 22
  Item 7. Management’s Discussion and Analysis or Plan of Operation 22
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk 29
  Item 8. Financial Statements 30
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31
  Item 9AT. Controls and Procedures 31
  Item 9B. Other Information 32
       
PART III      
  Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act 33
  Item 11. Executive Compensation 34
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 35
  Item 13. Certain Relationships and Related Transactions, and Director Independence 35
  Item 14. Principal Accountant Fees and Services 36
  Item 15. Exhibits and Reports on Form 8-K 37
       
SIGNATURES     39

 

2
 

 

PART I

 

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Annual Report on Form 10-K are deemed to be “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

 

Item 1. Description of Business

 

General

 

Savvy Business Support, Inc. (the “Company,” “we,” “us,” “Savvy,” “our,” and similar terms) is engaged in the business of offering general business services/support to start-up companies, small and medium business planning to expand, individuals, and other business and organizations. We offer comprehensive services tailored to the client’s desired goal and needs. The documentation we produce may be for a client’s internal use, compliance reporting or documentation supporting a business opportunity. The advantage we have over the competition is that we offer an all-encompassing solution with emphasis on due diligence, competition analysis, strategy and implementation, market analysis and wide-ranging pro-forma financial projections.

 

Organizational History

 

We were incorporated in State of Nevada on April 30, 2010. Because we currently have nominal operations and minimal assets, we are currently considered to be a shell company as defined in Rule 12b-2 of the Exchange Act, as amended. Because the Company is considered a shell company, the securities previously sold in past offerings can only be resold through registration under the Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of the Securities Act, if available, for non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities Act.

 

The Company is authorized to issue one hundred ten million (110,000,000) shares of capital stock, one hundred million (100,000,000) shares of which are designated as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001 par value, which can be designated by the Board of Directors in one or more classes with voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions

 

At September 30, 2012, we had 5,055,000 shares of Common Stock outstanding. As described under Subsequent Events below, there are currently an aggregate of 2,355,000 shares of the Company’s Common Stock issued and outstanding, 2,310,000 of which are held by our sole officer and director.

 

On September 24, 2012, our Board designated 4,500,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate of Designation with the Secretary of State of the State of Nevada therein designating and establishing the class of Series A Convertible Preferred Stock. On September 25, 2012, the Company sold 4,500,000 shares of Series A Convertible Preferred Stock to the Selling Stockholders for an aggregate purchase price of $450 under Section 4(2) under the Securities Act. Each share of Series A Convertible Preferred Stock is convertible by the holder thereof for 20 shares of Common Stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Convertible Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the Common Stock of the Company. The holders of the Series A Convertible Preferred Stock shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada law and is superior upon the liquidation of the Company. On September 26, 2012, we filed a Registration Statement on Form S-1 (File No: 333-184110) therein registering an aggregate of 90,000,000 shares of Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock under the Securities Act of 1933, as amended (the “Securities Act”) on behalf of the Selling Stockholder named in the Registration Statement. We will not receive any proceeds from the sale of Common Stock on behalf of the Selling Stockholder.

 

Subsequent Events:

 

On November 7, 2012, the Securities and Exchange Commission declared the Registration Statement registering an aggregate of 90,000,000 shares of Common Stock issuable upon the conversion of 4,500,000 shares of Series A Convertible Preferred Stock on behalf of the Selling Stockholder named therein effective under the Securities Act.

 

3
 

 

On November 8, 2012, our Board designated 100 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock” and we filed a Certificate of Designation with the Secretary of State of the State of Nevada therein designating and establishing the class of Series B Non-Convertible Preferred Stock. On November 8, 2012, the Company sold 100 shares of Series B Non-Convertible Preferred Stock to Virginia K. Sourlis for an aggregate purchase price of $10 under Section 4(2) under the Securities Act.

 

The outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Corporation or action by written consent of stockholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

 

On November 8, 2012, the Company sold a five month promissory note in the principal amount of $193,000 bearing interest at the rate of 8% per annum. The Company may prepay the outstanding principal and interest of the promissory note without penalty. On November 9, 2012, the Company redeemed an aggregate of 2,700,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $189,000.

 

Business Overview

 

Located in Red Bank, New Jersey, the Company offers general business services/support to start-up companies, small and medium business planning to expand, individuals, and other business and organizations. We offer comprehensive services tailored to the client’s desired goal and needs. The documentation we produce may be for a client’s internal use, compliance reporting or documentation supporting a business opportunity. We believe that the advantage we have over the competition is that we offer an all-encompassing solution with emphasis on due diligence, research on competitor analysis, strategy and implementation, market analysis and wide-ranging pro-forma financial projections.

 

The Company believes it has formulated a business model to succeed in a downsizing corporate America and a turbulent economy the country has been recently experiencing. We have conducted the necessary due diligence and we believe that we have tailored a multifaceted business model to compete in the business services sector.

 

As corporate America downsizes, there are more and more skilled/talented people looking for employment. We use the words skilled/talented to represent people with defined skill sets including auditing, corporate accounting, bookkeeping, public company compliance reporting, finance, business writing, and research and development.

 

Even though corporate America is downsizing and firing employees, U.S. reporting companies continue to have duties and reporting requirements that require compliance. Our multifaceted business model has identified a number of these duties and plans to offer these services to business on an as needed basis.

 

Regardless of the service required, the Company has already identified skilled individuals to complete the services. The Company has identified several individuals that have the necessary skills/talents to launch the Company in its initial phase. As of the date of this Annual Report, we have not contact or approached such individuals about the prospect of working for us. We have also not adopted any guidelines for contracting with such individuals, and believe that that the contractual arrangement between our Company and such individuals will be determined on a case-by-case basis, based upon the skill-set of such individual and the market demand for a particular field. We are confident that the Company will always be able to find skilled/talented people to perform virtually any task because of the diversity of the local talent pool.

 

Product Development

 

We will provide the following consulting services to start-up companies for a flat monthly fee or individually negotiated one-time fee:

 

General Business Education and Advice for novice entrepreneurs including Q&A sessions;

 

Business plan writing;

 

Determination of which type of entity would be best for the proposed business;

 

Support and assistance with the formation of the new business entity;

 

Providing corporate accounting and bookkeeping referrals; and

 

Support for corporate structuring and financing;

 

4
 

 

We will provide the following consulting services to going public companies for a flat monthly fee or individually negotiated one-time fee:

 

Provide at least 3 Market Makers referrals* (complimentary service);

 

-We will not be accepting any compensation for market maker referrals, and this service will be complementary. Our role in referring clientele to market makers will be solely introductory, in the form of a phone call or email linking the two parties. After such introductions are made, we will have no further direct dealings in such a context with the market maker.

 

Education - Explaining the role of the Market Makers, PCAOB auditors, transfer agents and the like to our clients to enable them to make informed decisions;

 

Provide at least 3 PCAOB Auditors referrals*;

 

Provide at least 3 qualified/accredited individual and/or institutional investors referrals*;

 

Support and explanation of going public;

 

Support for corporate structuring and financing; and

 

Support for filing of Form 211 (Rule 15c2-11).

 

*Referrals made by our Company to clients may involve certain conflicts of interest between the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We will make every attempt to ensure that all known and possible conflicts of interest are disclosed to each client upon making such referral and, if not waived by the client, cease working with the client in one or more capacities.

 

We will provide the following consulting services to publicly traded companies for a flat monthly fee or individually negotiated one-time fee:

 

As required, provide at least 3 Market Makers referrals* (complimentary service);

 

-We will not be accepting any compensation for market maker referrals, and this service will be complementary. Our role in referring clientele to market makers will be solely introductory, in the form of a phone call or email linking the two parties. After such introductions are made, we will have no further direct dealings in such a context with the market maker.

 

Provide at least 3 IR/PR Firms referrals*;

 

Provide at least 3 qualified/accredited individual and/or institutional investors referrals*;

 

Support for SEC compliance;
  
Support for Blue Sky compliance;

 

Provide corporate accounting and PCAOB referrals* ;

 

Support for corporate structuring and financing.

 

*Referrals made by our Company to clients may involve certain conflicts of interest between the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We will make every attempt to ensure that all known and possible conflicts of interest are disclosed to each client upon making such referral and, if not waived by the client, cease working with the client in one or more capacities.

 

We believe that we have formulated a business model to succeed in a downsizing corporate America and a turbulent economy. We have conducted the necessary due diligence and we believe we tailored a multifaceted business model to compete in the business services sector.

 

Fees

 

Revenues are expected be derived from fees we will charge our clientele in the form of cash and on a case-by-case basis. In certain favorable circumstances, we may negotiate with the client and receive all or a portion of payment in the form of equity in such client’s company. We intend to offer clients our comprehensive services for a flat monthly fee, or on a project-by-project “à la carte” basis. At no time will we charge any client for referrals of market makers.

 

5
 

 

At the present time, we intend to charge clients a flat rate fee per month for comprehensive services. The amount of the monthly fee will vary and may increase based on the size and complexity of such client, the amount and skill of work involved, and based on individual negotiations with a particular client.

 

Fees for clients who elect to retain our services on a project-by-project basis shall be individually negotiated and will vary based on the size and complexity of such client, the amount and skill of work involved, and with consideration to rates being charged throughout the industry for similar services.

 

Our fee structure is subject to current market conditions and is therefore subject to change. However, at no point will the client be unaware of any rate change.

 

Product and service development will be conducted under the direction of our sole Officer and Director, Virginia K. Sourlis, a practicing attorney with a joint JD/MBA degree received in 1991 from Villanova Law and Villanova School of Business Alumni. Ms. Sourlis received her undergraduate degree from Stanford University (1986) and studied at Oxford University in the United Kingdom (1985). Ms. Sourlis possesses almost twenty years of experience in corporate and securities law as well as in mergers & acquisitions. Her strong educational background and years of experience are believed by the Company to render her extremely capable and insightful towards bringing the Company’s business plan to fruition. Under her direction, the Company is focused on product development based on the client needs and direction of the marketplace. The Company offers general business consulting/services consisting of compliance reporting, bookkeeping, business writing, finance, and research and development. In addition, we offer business plan writing services for individuals interested in starting a new business and welcome referrals from accountants, lawyers and other business professionals. The Company’s mission is to offer competent and complete satisfaction to its customers.

 

Industry Analysis

 

Competition in the general field of business consulting is quite intense. Although numerous established companies offer a variety of services to different customer segments, the Company believes competition in the small and medium size businesses marketplace to be modest. It is our belief that customers in this segment strongly rely on a referral consultant’s professional qualifications and the ability to come up with viable solutions in a time and cost-effective manner to satisfy their clients’ needs.

 

Marketing

 

The Company will adopt a focused marketing strategy based on the identified four major classifications of market segmentation to target and adopted a focused marketing strategy. These classifications include:

 

Individual Entrepreneurs;

 

Small – Large Privately Held Companies;

 

Small to Large Publicly Traded Corporations; and

 

Small to Large Going Public Companies.

 

Individual Entrepreneurs

 

Marketing to this segment poses challenges because success will depend upon an ambitious campaign including word-of-mouth and personal relationships. Despite the challenges associated with cultivating business from this segment, the Company performed due diligence on the market classifications and the results indicate that this is the fastest growing segment.

 

Small – Large Privately Held Companies

 

The classification of this segment includes businesses with 25 to 5,000 employees. Based on our classifications, marketing to this segment will require a strategy similar to individual proprietors. The marketing strategy will emphasize networking with individuals, business acquaintances and professionals. The goal to attracting business is by offering our services as a value added benefit to their clients’ needs.

 

Small to Large Going Public Companies

 

Procuring business from this segment will be somewhat more conventional and we have plans for a frugal marketing campaign that is target market driven. Due diligence performed by the Company revealed that this market segment has the most potential to generate revenue consistently on a short-term and long-term basis.

 

The Company’s primary planned marketing strategy targets building long-term customer relationships, which will result in repeat business. Since our core business is business services/consulting, we plan to market our company as a competent and reliable referral source. We will place emphasis on our services that address the needs of smaller clients that the Company may not have the resources to satisfy internally or which they have not found a competent and reliable referral source.

 

6
 

 

Small to Large Publicly Traded Corporations

 

Savvy is finalizing a marketing strategy to attract clients and business from this segment. We will guarantee the same competent end services as the firms with the recognizable well-known names. Retaining clientele from companies already publicly traded could prove challenging, as such companies typically have consultants and third party service provides already in place and under contract.

 

Growth Strategy of the Company

 

Our mission is to maximize shareholder value through expanding the scope of services offered while continually evaluating and cultivating new and alternative revenue generating opportunities. While a strategic and wisely executed referral based marketing campaign is vital to expanding our client base, providing superior service and reliability will ensure a solid operation built for long-term success.

 

The overall objective is to focus efforts towards our specialized services and to become a leader in this service driven sector. Generating sufficient cash flow to finance future growth and development is a key factor to growing and expanding the business at a rate that is both challenging and manageable.

 

Competitive Analysis

 

The Company has many potential competitors in the business consulting services industry. We consider the competition to be competent, experienced, and they have greater financial and marketing resources than we do at the present time. Our ability to compete may be adversely affected by the ability of these competitors to devote greater resources to the marketing of their services than are available to our Company. Some of the Company’s competitors also offer a wider scope of services and have greater name recognition. Our competitors include large accounting firms that also have extensive customer bases.

 

The Company has identified, analyzed, and broke down the competition into three major classes. These include individual consultants who devote their fulltime to marketing themselves to potential clients, small to large accounting businesses who operate business consulting divisions in addition to their primary accounting and auditing businesses, and large consulting companies that have a substantial amount of skilled and experienced employees under contract.

 

Twelve- Month Growth Strategy and Milestones

 

0-3 Months:

 

Continue word-of-mouth campaign with Individual Proprietors

 

Finalize sales and marketing material

 

Secure web domain

 

Evaluate and hire web designer

 

Finalize list of contract labor

 

Continue due diligence on small to large private companies

 

Initiate due diligence to identify small to large going public companies

 

Initiate due diligence and identify contact persons with small to large publicly traded companies

 

4-6 Months:

 

Finalize web site development

 

Continue with direct marketing efforts and word-of-mouth campaign with individual proprietors

 

Establish direct marketing campaign to small to large private companies

 

Establish direct marketing campaign to small to large going public companies and publicly traded companies

 

Evaluate and identify joint venture partners and relationships

 

7
 

 

7-9 Months:

 

Further nurture joint venture opportunities

 

Continue efforts to market our services to individuals, small to large private companies, small to large going public companies, and small to large publicly traded companies

 

Initiate two-year marketing and overall business plan based on past six month’s progress

 

10-12 Months:

 

Analyze web-site leads/revenue generating effectiveness and make necessary adjustments/changes

 

Analyze marketing efforts to date and address necessary decencies

 

Evaluate need to hire employees versus using contract labor

 

Finalize detailed two-year marketing and business plan

 

Patents and Trademarks

 

At the present we do not have any patents or trademarks.

 

Need for any Government Approval of Products or Services

 

We do not require any government approval for our services.

 

Government and Industry Regulation

 

We will be subject to federal laws and regulations that relate directly or indirectly to our operations including securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.

 

Research and Development Activities

 

Other than time spent researching our proposed business, the Company has not spent any funds on research and development activities to date. The Company plans to spend funds on Services Development as detailed in sections titled “Description of Business” and “Management’s Discussion and Analysis or Plan of Operation.”

 

Environmental Laws

 

Our operations are not subject to any environmental laws.

 

Employees and Employment Agreements

 

We currently have one employee, our executive officer, Ms. Virginia K. Sourlis who is responsible for the primary operation of our business. There are no formal employment agreements between the Company and our current employee. The loss of Ms. Sourlis’ services would have a material adverse and catastrophic impact on our business operations, which should be considered a high risk of investment.

 

In the event our Company does not have adequate cash on hand, our sole Officer and Director, Ms. Sourlis, has verbally agreed to fund the Company for an indefinite period of time. The funding of the Company by Ms. Sourlis will create a further liability to the Company to be reflected on the Company’s financial statements. Ms. Sourlis’ commitment to personally fund the Company is not contractual and could cease at any moment in her sole and absolute discretion.

 

Future contributions by Ms. Sourlis to the Company, pursuant to the verbal and non-binding agreement, will be reflected on the financial statements of the Company as liabilities.

 

Penny Stock Rules

 

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a 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).

 

A purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares of Common Stock constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 

8
 

 

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

 

Contains a description of the nature and level of risk in the market for penny stock in both Public offerings and secondary trading;

 

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 Act of 1934, as amended;

 

-Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;

 

-Contains a toll-free number for inquiries on disciplinary actions;

 

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

 

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

 

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

 

-The bid and offer quotations for the penny stock;

 

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

 

-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

 

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

 

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

 

Executive Offices and Telephone Number

 

Our executive office is currently located The Courts of Red Bank, 130 Maple Avenue, Suite 9B2, Red Bank New Jersey 07701. Our main telephone number is (732) 530-9007. Our fax number is (732) 530-9008. Our Officer, Virginia K. Sourlis, may also be reached at any time by email at Virginia@SourlisLaw.com.

 

This space is provided to us free of charge by our sole director and officer. The loss of services of Ms. Sourlis would result in the Company being required to obtain outside office space at a potentially high cost.

 

We anticipate that we will require additional office space to facilitate the implementation of our business plan once sufficient revenues are attained which would allow such an action. We have recently undertaken a comprehensive review of additional office space available in the Red Bank, New Jersey area and found that many suitable commercial office spaces are perpetually available, and that prices range from approximately $25.00 - $30.00 per square foot. Management of the Company believes that office space of approximately one thousand square feet will be sufficient for current operations, but anticipates that continued growth or expansion could require larger space.

 

9
 

 

Item 1A. Risk Factors

 

RISKS ASSOCIATED WITH OUR BUSINESS

 

In addition to the other information in this report, the following risks should be considered carefully in evaluating our business and prospects:

 

Because we have nominal assets and minimal operations, we are considered a shell company and our business is difficult to evaluate.

 

Because we have nominal operations and minimal assets, we are considered to be a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Because the company is considered a shell company, the securities previously sold in past offerings can only be resold through registration under the Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of the Securities Act, if available, for non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities Act.

 

To eliminate our status as a shell company, we are actively pursuing new clients thereby producing revenue and assets. This may be accomplished through our own initiatives and business strategies. Since inception, the Company has been engaged in organizational efforts and in pursuing clients.

 

As the Company is currently a shell company with nominal assets and operations, there is a risk that we will be unable to continue as a going concern. The Company may have minimal operations or revenues or earnings from operations for several months. We currently do not have any significant assets or revenue. We anticipate we will sustain operating expenses without corresponding revenues. This may result in our incurring a net operating loss that will increase continuously until we can generate revenues. There is no guarantee that we will develop and sustain a suitable business operation.

 

We are not currently profitable and may not become profitable.

 

At September 30, 2012, we had $450 in cash on hand and a deficit accumulated during the Company’s development stage of $$45,973 and has not generated any revenues to date. In their report for the fiscal year ended September 30, 2012 included in this Annual Report, our auditors have expressed that there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve or maintain profitability. We expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures for the next several years and anticipate that our expenses will increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our Common Stock.

 

Subject to negotiation, our fees may be paid in the form of restricted stock of our clients.

 

In certain situations, we may negotiate with our clients to receive all or a portion of payment owed to us for services rendered in the form of equity in that client’s company. Such determination will be made by our sole officer, Virginia K. Sourlis. While we generally prefer to receive cash compensation, our officer may believe that certain situations require the receipt of restricted equity as compensation. Risks associated with receiving restricted equity compensation include, but are not limited to, 1) problems of liquidity where no market exists for such equity and therefore the Company cannot sell such equity and realize cash; 2) the client goes out of business and such equity is rendered worthless; 3) the equity is sold for less than the value of services provided by us to the client.

 

We believe that it is necessary to receive a limited amount of equity in order to hedge the associated risks involved with such form of payment. However, any loss we experience related to equity compensation could have a material effect on our ability to become profitable, and in the long term, to continue as a going concern.

 

We are subject to all of the complications and difficulties associated with new enterprises.

 

We have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in an emerging industry, and the continued development of advertising, promotions, and a corresponding customer base. There is a possibility that we could sustain losses in the future, and there are no assurances that we will ever operate profitably.

 

We are a consulting company and while our management believes that it can implement our business plan, attract highly talented personnel and develop a market for its products and services, our plan of operations are subject to changing needs of target clientele, market conditions and various other factors out of our control. For these and other reasons, the purchase of the Shares should only be made by persons who can afford to lose their entire investment.

 

10
 

 

Virginia K. Sourlis, the sole officer and director of the Company, currently is a fulltime attorney devoting approximately 40 hours a week to outside matters which could result in her inability to properly manage company affairs, resulting in our remaining a start-up company with no revenues or profits.

 

Our business plan does not provide for the hiring of any additional employees until revenue will support the expense, which is estimated to be the third quarter of operations. Until that time, the responsibility of developing the Company’s business, offering and selling of the shares, and fulfilling the reporting requirements of a public company all fall upon Virginia K. Sourlis, who has limited time to manage the affairs of the Company. We have not formulated a plan to resolve any possible conflict of interest with her other business activities. In the event she is unable to fulfill any aspect of her duties to the Company we may experience a shortfall or complete lack of revenue resulting in little or no profits and eventual closure of the business.

 

We are highly dependent on the services of Virginia K. Sourlis, our sole officer and sole director.

 

Our success depends on the efforts and abilities of Virginia K. Sourlis, our sole officer and sole director. Ms. Virginia is a licensed attorney and Managing Partner of The Sourlis Law Firm, a boutique law firm specializing in Corporate and Securities Law, located in Red Bank, New Jersey. The loss of the services of Ms. Sourlis would have a material adverse effect on us. Our success also depends upon our ability to attract and retain qualified personnel required to fully implement our business plan. There can be no assurance that we will be successful in these efforts. In addition, Virginia Sourlis provides us office space in her professional business office free of charge. Our loss of her services would require us to obtain alternative office space for which we could expect to incur substantial lease fees. Furthermore, Ms. Sourlis’ law firm is representing the Company free of charge. Should we lose Ms. Sourlis as an Officer of the Company, we would immediately start to incur legal fees which could be substantial.

 

There is a pending SEC matter involving Virginia K. Sourlis that could materially adversely affect our operations and financial condition.

 

On February 10, 2011, the U.S. Securities and Exchange Commission amended its complaint in SEC v. Greenstone Holdings, Inc., et al., 10 civ. 1302 (S.D.N.Y.), to add as a defendant Virginia K. Sourlis, our Principal Executive and Principal Financial and Accounting Officer. The amended complaint alleged that Ms. Sourlis violated Sections 5 of the Securities Act of 1933, as amended (the “Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Rule 10b-5 thereunder and aided and abetted defendant Greenstone’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC is seeking injunctive relief and financial penalties, disgorgement, and a penny stock bar from Ms. Sourlis.

 

On November 20, 2012, the Court granted partial summary judgment (on liability only) against Ms. Sourlis for aiding and abetting the defendants’ 10b violation; however, Ms. Sourlis intends to file an appeal at the conclusion of the case. At the hearing, the Court also denied the SEC’s motion for summary judgment regarding its 10b primary liability claim against Ms. Sourlis. The Court also reserved decision on the SEC’s non-fraud claim that Ms. Sourlis violated Section 5 of the Securities Act; but rather asked for further briefing regarding the SEC’s aiding and abetting claim under Section 5.

 

On the basis of the Court’s November 20 liability holding, the SEC intends to seek from the Court against Ms. Sourlis injunctive relief, financial penalties, disgorgement, and a penny stock bar. In the event the Commission prevails in its charges against Ms. Sourlis and successfully prevents Ms. Sourlis from deriving income from practicing securities law for a given period of time, our Company’s operations and financial position would be adversely affected due to the fact that Ms. Sourlis currently has a verbal non-binding agreement with the Company to fund its operations for an indefinite period of time. Also, if the SEC prevails, it would be more difficult for the Company to attract investors and/or business partners, which would have a material adverse effect on the Company’s business and operations, due to the fact that Ms. Sourlis is the sole director and officer (President, Chief Executive Officer) of the Company and the very nature of the Company’s business is to provide consulting services to start-up companies and public companies on various matters, from entity formation and financing structures to support for filing FINRA’s Form 211 and complying with SEC regulations. If the SEC prevails and prevent Ms. Sourlis from practicing securities law for a significant amount of time, it would in effect put the Company out of business unless the Company can retain new qualified employees, of which there can be no assurances that it will be able to do so.

 

As our business grows, we will need to attract additional employees which we might not be able to do.

 

In order to grow and implement our business plan, we would need to add managerial talent to support our business plan. There is no guarantee that we will be successful in adding such managerial talent.

 

Our business referrals may be subject to conflicts of interest, which could result in the loss of clients.

 

Much of our services to clients involve referring clients to outside third party service providers. Referrals made by our Company to clients may involve certain conflicts of interest between the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We will make every attempt to ensure that all known and possible conflicts of interest are disclosed to each client upon making such referral and, if not waived by the client, cease working with the client in one or more capacities.

 

11
 

 

Failure on our part to identify and properly notify a client of any potential conflict of interest could result in legal proceedings, harm to our reputation and goodwill, and generally could have an overall material adverse effect on our business.

 

Our ability to become profitable and continue as a going concern will be dependent on our ability to attract, employ and retain highly skilled individuals to serve our clients.

 

The nature of our business requires that we employ “skilled persons”, to perform highly skilled and specialized tasks for our clientele. We define “skilled persons” as professionals with defined skill sets including auditing, corporate accounting, bookkeeping, public company compliance reporting, finance, business writing, and research and development.

 

While we have identified several skilled persons that we plan on contacting for employment with our Company, as of the date of this Annual Report, we have not contacted nor have we entered into any agreements with any skilled persons, as we do not yet have the funds to retain them.

 

Our failure to retain such personnel could have a material adverse effect on our ability to offer services to clientele, and could potentially have a negative effect on our business. While we are confident that we will be able to find such persons, there is no guarantee that skilled persons will be available and willing to work for us in the future, nor is there any guarantee that we could afford to retain them if they are available at a future time.

 

We may not be able to compete successfully with current and future competitors.

 

Savvy Business Support, Inc. has many potential competitors in the business support industry. We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate our intended market and be able to compete profitably, if at all. In addition to established competitors, there is ease of market entry for other companies that choose to compete with us. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including: larger staffs, greater name recognition, larger customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to the challenges of financial change, evolving standards and competitors’ innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market share resulting from increased competition, or our failure to compete effectively, could fatally damage our business and chances for success.

 

We may not be able to manage our growth effectively.

 

We must continually implement and improve our products and/or services, operations, operating procedures and quality controls on a timely basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our market segment. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and employ additional key employees in corporate management, product design, client service and sales. We can give no assurance that our personnel, systems, procedures and controls will be adequate to support our existing and future operations. If we fail to implement and improve these operations, there could be a material, adverse effect on our business, operating results and financial condition.

 

If we do not continually update our services, they may become obsolete and we may not be able to compete with other companies.

 

We cannot assure you that we will be able to keep pace with advances or that our services will not become obsolete. We cannot assure you that competitors will not develop related or similar services and offer them before we do, or do so more successfully, or that they will not develop services and products more effective than any that we have or are developing. If that happens, our business, prospects, results of operations and financial condition will be materially adversely affected.

 

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

 

We are a Nevada corporation. Nevada law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Nevada law also authorizes Nevada corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by law.

 

We currently do not maintain any insurance coverage. In the event that we are found liable for damage or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. We have not maintained liability insurance in the past, but intend to acquire such coverage immediately upon resources becoming available. There is no guarantee that we can secure such coverage or that any insurance coverage would protect us from any damages or loss claims filed against it.

 

12
 

 

If we engage in any acquisition, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition.

 

We may attempt to acquire businesses, technologies, services or products or license technologies that we believe are a strategic fit with our business. We have limited experience in identifying acquisition targets, and successfully completing and integrating any acquired businesses, technologies, services or products into our current infrastructure. The process of integrating any acquired business, technology, service or product may result in unforeseen operating difficulties and expenditures and may divert significant management attention from our ongoing business operations. As a result, we will incur a variety of costs in connection with an acquisition and may never realize our anticipated benefits.

 

We may engage in transactions that present conflicts of interest.

 

The Company’s officers and directors may enter into agreements with the Company from time to time which may not be equivalent to similar transactions entered into with an independent third party. A conflict of interest arises whenever a person has an interest on both sides of a transaction. While we believe that it will take prudent steps to ensure that all transactions between the Company and any officer or director is fair, reasonable, and no more than the amount it would otherwise pay to a third party in an “arms’-length” transaction, there can be no assurance that any transaction will meet these requirements in every instance.

 

Risks Relating to Ownership of Our Common Stock

 

There is no active market for our Common Stock.

 

On May 31, 2011, the Company’s Common Stock was cleared for trading on the OTC Bulletin Board under the trading symbol “SVYB”. There exists only a very limited trading market for the Company’s Common Stock with limited or no volume and thus the Company cannot accurately obtain an accurate bid or ask price for a share of its Common Stock. Any investor who purchases the Company’s Common Stock is not likely to find any liquid trading market for the Common Stock and there can be no assurance that any liquid trading market will ever develop, or if developed, be maintained. Due to the lack of a trading market for our securities, investors may have difficulty selling any shares they purchase.

 

Any trading market that may develop in the future for our Common Stock will most likely be very volatile; and numerous factors beyond our control may have a significant effect on the market.

 

Our Common Stock is deemed a “penny stock,” which could make it more difficult for our investors to sell their shares.

 

Our Common Stock is subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The “penny stock” rules generally apply to companies whose Common Stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than established customers complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities and investors will find it more difficult to dispose of our securities.

 

We have identified material weaknesses in our internal control over financial reporting, and we cannot provide assurance that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

 

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition, proxy statement, and other information. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective disclosure controls and procedures and internal controls and procedures for financial reporting. In this Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “2012 Form 10-K”), we have disclosed that our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report were not effective in ensuring that material information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Also, in this 2012 Form 10-K, we disclosed that there were material weaknesses in our internal control over financial reporting as of September 30, 2012. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. To date, none of the identified material weaknesses in our internal control over financial reporting have been corrected nor have we changed our disclosure controls and procedures to ensure that they are effective. We will need to hire additional financial reporting, internal controls and other financial personnel in order to develop and implement appropriate internal controls and reporting procedures. As a result, we will incur significant legal, accounting and other expenses. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. The measures we take may not be sufficient to satisfy our obligations as a public company. If we fail to timely achieve and maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports or help prevent fraud. Our failure to achieve and maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis which could result in the loss of investor confidence in the reliability of our financial statements, harm our business and negatively impact the trading price of our common stock.

 

13
 

 

The price of our shares of Common Stock in the future may be volatile.

 

If a market ever develops for our Common Stock, of which no assurances can be given, the market price of our Common Stock will likely be volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including: technological innovations or new products and services by us or our competitors; additions or departures of key personnel; sales of our Common Stock; our ability to integrate operations, technology, products and services; our ability to execute our business plan; operating results below expectations; loss of any strategic relationship; industry developments; economic and other external factors; and period-to-period fluctuations in our financial results. Because we have a very limited operating history with no revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Common Stock.

 

Our undesignated preferred stock may inhibit potential acquisition bids; this may adversely affect the market price for our Common Stock and the voting rights of holders of our Common Stock.

 

Our certificate of incorporation provides our Board of Directors with the authority to issue up 10,000,000 shares of undesignated preferred stock and to determine or alter the rights, preferences, privileges and restrictions granted to or imported upon these shares without further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change in control transaction without further action by our stockholders. As a result, the market price of our Common Stock may be adversely affected. In addition, if we issue preferred stock in the future that has preference over our Common Stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our Common Stock, the rights of holders of our Common Stock or the market price of our Common Stock could be adversely affected.

 

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our Common Stock.

 

We have never paid cash dividends on our Common Stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

 

Item 1B. Unresolved Staff Comments

 

Not applicable.

 

Item 2. Description of Properties

 

Our executive office is currently located The Courts of Red Bank, 130 Maple Avenue, Suite 9B2, Red Bank New Jersey 07701. Our main telephone number is (732) 530-9007. Our fax number is (732) 530-9008. Our Officer, Virginia K. Sourlis, may also be reached at any time by email at Virginia@SourlisLaw.com.

 

This space is provided to us free of charge by our sole director and officer. The loss of services of Ms. Sourlis would result in the Company being required to obtain outside office space at a potentially high cost.

 

We anticipate that we will require additional office space to facilitate the implementation of our business plan once sufficient revenues are attained which would allow such an action. We have recently undertaken a comprehensive review of additional office space available in the Red Bank, New Jersey area and found that many suitable commercial office spaces are perpetually available, and that prices range from approximately $25.00 - $30.00 per square foot. Management of the Company believes that office space of approximately one thousand square feet will be sufficient for current operations, but anticipates that continued growth or expansion could require larger space.

 

Item 3. Legal Proceedings

 

On February 10, 2011, the U.S. Securities and Exchange Commission amended its complaint in SEC v. Greenstone Holdings, Inc., et al., 10 civ. 1302 (S.D.N.Y.), to add as a defendant Virginia K. Sourlis, our Principal Executive and Principal Financial and Accounting Officer. The amended complaint alleged that Ms. Sourlis violated Sections 5 of the Securities Act of 1933, as amended (the “Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Rule 10b-5 thereunder and aided and abetted defendant Greenstone’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC is seeking injunctive relief and financial penalties, disgorgement, and a penny stock bar from Ms. Sourlis.

 

14
 

 

On November 20, 2012, the Court granted partial summary judgment (on liability only) against Ms. Sourlis for aiding and abetting the defendants’ 10b violation; however, Ms. Sourlis intends to file an appeal at the conclusion of the case. At the hearing, the Court also denied the SEC’s motion for summary judgment regarding its 10b primary liability claim against Ms. Sourlis. The Court also reserved decision on the SEC’s non-fraud claim that Ms. Sourlis violated Section 5 of the Securities Act; but rather asked for further briefing regarding the SEC’s aiding and abetting claim under Section 5.

 

On the basis of the Court’s November 20 liability holding, the SEC intends to seek from the Court against Ms. Sourlis injunctive relief, financial penalties, disgorgement, and a penny stock bar. In the event the Commission prevails in its charges against Ms. Sourlis and successfully prevents Ms. Sourlis from deriving income from practicing securities law for a given period of time, our Company’s operations and financial position would be adversely affected due to the fact that Ms. Sourlis currently has a verbal non-binding agreement with the Company to fund its operations for an indefinite period of time. Also, if the SEC prevails, it would be more difficult for the Company to attract investors and/or business partners, which would have a material adverse effect on the Company’s business and operations, due to the fact that Ms. Sourlis is the sole director and officer (President, Chief Executive Officer) of the Company and the very nature of the Company’s business is to provide consulting services to start-up companies and public companies on various matters, from entity formation and financing structures to support for filing FINRA’s Form 211 and complying with SEC regulations. If the SEC prevails and prevent Ms. Sourlis from practicing securities law for a significant amount of time, it would in effect put the Company out of business unless the Company can retain new qualified employees, of which there can be no assurances that it will be able to do so.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

There is no active market for our Common Stock.

 

The Company’s Common Stock was approved for trading on the OTC Bulletin Board on January 6, 2011 under the symbol, “SVYB”. Since then it has only traded sporadically and with only limited and minimal interest by market makers.

 

Any investor who purchases the Company’s Common Stock is not likely to find any liquid trading market for the Common Stock and there can be no assurance that any liquid trading market will ever develop. While at September 30, 2012, we had 5,055,000 shares of our Common Stock outstanding, only 50,000 shares of our Common Stock were “freely tradable securities” (as that term is used in the Securities Act of 1933) and the remaining 5,005,000 shares were “restricted securities” since they are held by our President Virginia K. Sourlis. As of the date hereof, we have 2,355,000 shares of Common Stock outstanding, 50,000 shares of which are “freely tradable securities” and 2,310,000 shares are held by Virginia K. Sourlis.

 

The following table reflects the high and low prices of the Company’s Common Stock during each quarter during the last two fiscal years while the Company was quoted on the OTCBB. As of September 30, 2012, the Company had six market makers.

 

   High ($)   Low ($) 
2011          
2nd Quarter (March 31, 2011)  $2.00   $2.00 
           
3rd Quarter (June 30, 2011)  $2.00   $2.00 
           
4th Quarter (September 30, 2011)  $2.00   $2.00 
           
2012          
1st Quarter (December 31, 2011)  $2.00   $2.00 
           
2nd Quarter (March 31, 2012)  $2.00   $2.00 
           
3rd Quarter (June 30, 2012)  $2.00   $2.00 
           
4th Quarter (September 30, 2012)  $2.00   $2.00 

 

15
 

 

The Company has followed the policy of reinvesting earnings, if any, and, consequently, has not paid any cash dividends. At the present time, no change in this policy is under consideration by the Board of Directors. The payment of cash dividends in the future will be determined by the Board of Directors in light of conditions then existing, including the Company’s earnings, financial requirements and condition, opportunities for reinvesting earnings, business conditions and other factors.

 

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a 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 quotation 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 to such duties or other requirements of 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 Securities and Exchange Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, 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) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

Stock Transfer Agent

 

Columbia Stock Transfer Company

601 E Seltice Way Suite 202

Post Falls, Idaho 83854

Phone: 208-664-3544

Fax: 208-777-8998

www.columbiastock.com

 

Holders of Our Common Stock

 

As of the date of this Annual Report, we have approximately 29 holders of record of our common stock.

 

General

 

Under our Certificate of Incorporation, we are authorized to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are shares of Common Stock, par value $0.0001 per share, or Common Stock and 10,000,000 are preferred stock, par value $0.0001 per share, or Preferred Stock. At as of September 30, 2012, we had 5,055,000 shares of Common Stock outstanding. As of the date hereof, 2,355,000 shares of our Common Stock are issued and outstanding, and there are approximately 29 holders of record of our Common Stock. We also have 4,500,000 shares of Series A Convertible Preferred Stock issued and outstanding as of the date hereof held by one record holder and 100 shares of Series B Non-Convertible Preferred Stock issued and outstanding as of the date hereof and held by Virginia K. Sourlis.

 

Because we currently have nominal operations and minimal assets, we are currently considered to be a shell company as defined in Rule 12b-2 of the Exchange Act, as amended. Because the company is considered a shell company, the securities sold in previously offerings can only be resold through registration under the Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of the Securities Act, if available, for non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities Act.

 

Common Stock

 

Pursuant to our bylaws, our Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our Common Stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our Common Stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our Common Stock representing one-percent (1%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Certificate of Incorporation. Our Certificate of Incorporation do not provide for cumulative voting in the election of directors.

 

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Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our Common Stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

 

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of our company, the holders of shares of our Common Stock will be entitled to receive, on a pro rata basis, all assets of our company available for distribution to such holders.

 

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our Common Stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our Common Stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash), on a pro rata basis.

 

Holders of our Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our Common Stock.

 

Preferred Stock

 

Our Certificate of Incorporation authorizes our board of directors to issue up to 10,000,000 shares of preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and our Certificate of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:

 

(a)the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

 

(b)whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

 

(c)the amount payable upon shares of preferred stock in the event of voluntary or involuntary liquidation;

 

(d)sinking fund or other provisions, if any, for the redemption or purchase of shares of preferred stock;

 

(e)the terms and conditions on which shares of preferred stock may be converted, if the shares of any series are issued with the privilege of conversion;

 

(f)voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and

 

(g)subject to the above, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of New Jersey.

 

Series A Convertible Preferred Stock

 

On September 24, 2012, our Board designated 4,500,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate of Designations with the Secretary of State of the State of Nevada therein designating and establish the class of Series A Convertible Preferred Stock. On September 25, 2012, the Company sold 4,500,000 shares of Series A Convertible Preferred Stock to the Selling Stockholders for an aggregate purchase price of $450 under Section 4(2) under the Securities Act.

 

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Below is a summary of the Certificate of Designations of the Series A Convertible Preferred Stock.

 

1. DESIGNATIONS AND AMOUNT. Four Million Five Hundred Thousand (4,500,000) shares of the Preferred Stock of the Company, $0.0001 par value per share, shall constitute a class of Preferred Stock designated as “Series A Convertible Preferred Stock” (the “Series A Convertible Preferred Stock”) with a face value of $0.0001 per share (the “Face Amount”). After the initial issuance of shares of Series A Convertible Preferred Stock, no additional shares of Series A Convertible Preferred Stock may be issued by the Company except as provided in SECTION 7 hereof.

 

2. CONVERSION.

 

(a) CONVERSION AT THE OPTION OF THE HOLDER. Each holder of Series A Convertible Preferred Stock shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following the date the Series A Convertible Preferred Stock is first issued, to convert each share of Series A Convertible Preferred Stock into Twenty (20) fully-paid and non-assessable shares of Common Stock, par value $0.0001 per share. In connection with any conversion hereunder, each Holder of Series A Stock may not convert any part of the Series A Stock if such conversion would cause such Holder or any of its assignees to own more than 9.9% of the Common Stock of the Company.

 

(b) MECHANICS OF CONVERSION. In order to effect a Conversion, a Holder shall: (x) fax (or otherwise deliver) a copy of the fully executed Notice of Conversion (attached hereto) to the Company for the Common Stock and (y) surrender or cause to be surrendered the original certificates representing the Series A Stock being converted (the “Preferred Stock Certificates”), duly endorsed, along with a copy of the Notice of Conversion as soon as practicable thereafter to the Company or the transfer agent. The Company shall not be obligated to issue shares of Common Stock upon a conversion unless either the Preferred Stock Certificates are delivered to the Company or the transfer agent as provided above, or the Holder notifies the Company or the transfer agent that such certificates have been lost, stolen or destroyed (subject to the requirements of SECTION 11).

 

“Conversion Date” means the date specified in the Notice of Conversion in the form attached hereto, so long as the copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Company before Midnight, Eastern U.S. time, on the Conversion Date indicated in the Notice of Conversion. If the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date a Holder faxes or otherwise delivers the Notice of Conversion to the Company.

 

(i) Delivery of Common Stock upon Conversion. Upon the surrender of Preferred Stock Certificates from a Holder of Series A Stock accompanied by a Notice of Conversion (attached hereto), the Company shall, no later than the ten business days following the later of (a) the Conversion Date (hereinafter defined) and (b) the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to SECTION 11 (the “Delivery Period”), issue and deliver to the Holder (x) that number of shares of Common Stock issuable upon conversion of such shares of Series A Stock being converted and (y) a certificate representing the number of shares of Series A Stock not being converted, if any.

 

(ii) Taxes. The Corporation shall pay any and all taxes and all other reasonable expenses, which may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of the Series A Stock.

 

(iii) No Fractional Shares. If any conversion of Series A Stock would result in the issuance of a fractional share of Common Stock, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon conversion of the Series A Stock shall be the next higher whole number of shares.

 

(c) PARTIAL CONVERSION. In the event some but not all of the shares of Series A Stock represented by a certificate(s) surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the number of shares of Series A Stock which were not converted.

 

(d) RESERVATION OF COMMON STOCK. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Stock, in addition to such other remedies as shall be available to the holder of such Series A Stock, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase, and shall increase, its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

 

(e) NO REISSUANCE OF SERIES A STOCK. In the event any shares of Series A Stock shall be converted pursuant to this SECTION 2 or otherwise reacquired by the Company, the shares so converted or reacquired shall be canceled. The Certificate of Incorporation of the Company may be appropriately amended from time to time to effect the corresponding reduction in the Company’s authorized capital stock.

 

(f) In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Series A Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

 

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(g) The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Company upon conversion of any shares of Series A Stock; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Stock in respect of which such shares are being issued.

 

(h) All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and nonassessable and free from all taxes (except income taxes), liens or charges with respect thereto.

 

3. NO REDEMPTION. The shares of the Series A Convertible Preferred Stock are not redeemable.

 

4. RANK. Except as specifically provided below, the Series A Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank senior to (i) all classes of Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”) and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the Holder(s) of Series A Convertible Preferred Stock).

 

5. LIQUIDATION PREFERENCE

 

Except as otherwise provided by the Nevada Business Corporation Act or elsewhere in this certificate, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

 

6. DIVIDENDS.

 

The holders of shares of Series A Convertible Preferred Stock shall not be entitled to receive any dividends.

 

7. VOTING RIGHTS.

 

(a) The Holders of the Series A Convertible Preferred Stock shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada Business Corporation Act, in this SECTION 7 and in SECTION 8 below.

 

To the extent that under the Nevada Business Corporation Act the vote of the Holders of the Series A Convertible Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the Holders of at least a majority of the shares of the Series A Convertible Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of a majority of the shares of Series A Convertible Preferred Stock (except as otherwise may be required under the Nevada Business Corporation Act) shall constitute the approval of such action by the class. To the extent that under the Nevada Business Corporation Act Holders of the Series A Convertible Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class, each share of Series A Convertible Preferred Stock shall be entitled to one (1) vote.

 

8. PROTECTION PROVISIONS

 

So long as any shares of Series A Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock:

 

(a) alter or change the rights, preferences or privileges of the Series A Convertible Preferred Stock;

 

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Convertible Preferred Stock;

 

(c) create any new class or series of capital stock having a preference over the Series A Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Senior Securities”);

 

(d) create any new class or series of capital stock ranking pari passu with the Series A Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Pari Passu Securities”);

 

(e) increase the authorized number of shares of Series A Convertible Preferred Stock;

 

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(f) issue any shares of Series A Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties thereto;

 

(g) issue any additional shares of Senior Securities; or

 

(h) redeem, or declare or pay any cash dividend or distribution on, any Junior Securities.

 

If holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock agree to allow the Company to alter or change the rights, preferences or privileges of the shares of Series A Convertible Preferred Stock pursuant to subsection (a) above, then the Company shall deliver notice of such approved change to the Holders of the Series A Convertible Preferred Stock that did not agree to such alteration or change (the “Dissenting Holders”).

 

9. MERGER, CONSOLIDATION, ETC.

 

(a) If at any time or from time to time there shall be (i) a merger, or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or Series of transactions by the Company in which in excess of 50 percent of the Company’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization, provision shall be made so that the holders of the Series A Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization.

 

(b) The provisions of this SECTION 9 are in addition to and not in lieu of the provisions of SECTION 6 hereof.

 

10. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Convertible Preferred Stock against impairment.

 

11. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.

 

Series B Non- Convertible Preferred Stock

 

On November 8, 2012, our Board designated 100 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock” and we filed a Certificate of Designations with the Secretary of State of the State of Nevada therein designating and establish the class of Series B Non-Convertible Preferred Stock. On November 8, 2012, the Company sold 100 shares of Series B Non-Convertible Preferred Stock to Virginia K. Sourlis for an aggregate purchase price of $10 under Section 4(2) under the Securities Act.

 

Below is a summary of the Certificate of Designations of the Series B Non-Convertible Preferred Stock.

 

1. DESIGNATION AND AMOUNT.

 

This series of Preferred Stock shall be designated “Series B Non-Convertible Preferred Stock” and the authorized number of shares constituting such series shall be One Hundred (100). The par value of the Series B Non-Convertible Preferred Stock shall be $0.0001 per share. Shares of the Series B Non-Convertible Preferred Stock shall have a stated value of $0.0001 per share (the “Stated Value”).

 

2. DIVIDENDS.

 

The holders of shares of Series B Non-Convertible Preferred Stock shall not be entitled to receive any dividends.

 

3. PREFERENCES ON LIQUIDATION.

 

(a) Subject to the provisions of Section 6 below, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series B Non-Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

 

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4. VOTING RIGHTS.

 

Except as otherwise required by law or by the Certificate of Incorporation and except as set forth in Section 6(b) below, the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

 

5. NEGATIVE COVENANTS.

 

The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series B Non-Convertible Preferred Stock against impairment.

 

6. RANKING; CHANGES AFFECTING SERIES.

 

(a) The Series B Non-Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation, and any other class or series of stock of the Company which by its terms shall rank junior to the Series B Non-Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series B Non-Convertible Preferred Stock.

 

(b) So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series B Non-Convertible Preferred Stock, or (ii) amend the provisions of this Section 6; in each case, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series B Non-Convertible Preferred Stock, as to changes affecting the Series B Non-Convertible Preferred Stock.

 

Dividend Policy

 

We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

Share Purchase Warrants

 

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

 

Options

 

We have not issued and do not have outstanding any options to purchase shares of our Common Stock

 

Convertible Securities

 

Other than the Series A Convertible Preferred Stock described above, we have not issued and do not have outstanding any securities convertible into shares of our Common Stock or any rights convertible or exchangeable into shares of our Common Stock.

 

Recent Sales of Unregistered Securities

 

On September 25, 2012, we sold 4,500,000 shares of Series A stock for $0.0001 per share generating proceeds of $450.00.

 

On November 8, 2012, we sold 100 shares of Series B stock for an aggregate purchase price of $10.00.

 

On November 8, 2012, the Company sold a five month promissory note in the principal amount of $193,000 bearing interest at the rate of 8% per annum. The Company may prepay the outstanding principal and interest of the promissory note without penalty.

 

The above securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

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EXPERTS

 

Philip Magri, Esq. of The Sourlis Law Firm has assisted us in the preparation of this Report and will provide counsel with respect to other legal matters concerning the registration and offering of the Common Stock.

 

W.T. Uniack & Co. CPA’s P.C. (“Uniack”), our independent registered public accounting firm, has audited our financial statements included in this Report and for the periods set forth in its audit report. The report of Uniack is included in reliance upon its authority as experts in accounting and auditing.

 

DISCLOSURE OF COMMISSION POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our Articles of Incorporation and Bylaws provide no director shall be liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except with respect to (1) a breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability which may be specifically defined by law or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing provision to eliminate the liability of the corporation’s directors to the corporation or its stockholders to the fullest extent permitted by law. The corporation shall indemnify to the fullest extent permitted by law each person that such law grants the corporation the power to indemnify.

 

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.

 

Item 6. Selected Financial Data

 

Not applicable.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following discussion together with “Selected Historical Financial Data” and our consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and elsewhere in this report.

 

Forward Looking Statements

 

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

 

discuss our future expectations;

 

contain projections of our future results of operations or of our financial condition; and

 

state other “forward-looking” information.

 

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors,” “Business” and elsewhere in this Annual Report. See “Risk Factors.”

 

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “Savvy” in this Annual Report collectively refers to the Company, Savvy Business Support, Inc.

 

General Information about the Company

 

Savvy Business Support, Inc. (the “Company” or “Savvy”) was incorporated in the State of Nevada on April 30, 2010. The Company is offering general business services/support to start-up companies, small and medium business planning to expand, individuals, and other business and organizations. From the date of formation, the Company commenced operations, discussing and offering its business consulting services to prospective clients. Because we currently have nominal operations and minimal assets, we are currently considered to be a shell company under the Securities Exchange Act of 1934, as amended. Therefore, an investment in our Company should be considered extremely risky, and an investment suitable only for those who can afford to lose the entirety of their investment.

 

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We offer comprehensive services tailored to the client’s desired goal and needs. The documentation we intend to produce may be for a client’s internal use, compliance reporting or documentation supporting a business opportunity. The advantage we have over the competition is that we offer an all-encompassing solution with emphasis on due diligence, competition analysis, strategy and implementation, market analysis and wide-ranging pro-forma financial projections.

 

The Company’s operations to date have been devoted primarily to start-up and development activities, which include the following:

 

1.Formation of the Company;

 

2.Development of the Savvy Business Support, Inc. business plan;

 

3.Initiated working on sales and marketing material;

 

4.Conducted due diligence and identified four major classifications of market segmentation to target and adopted a focused marketing strategy. These classifications include:

  

Individual Entrepreneurs

 

Small – Large Privately Held Companies

 

Small to Large Publicly Traded Corporations

 

Small to Large Going Public Companies

 

Savvy Business Support, Inc. anticipates sales to begin approximately within one year following this Annual Report. In order to generate revenues, Savvy Business Support, Inc. must address the following areas:

 

1.Finalize and implement our marketing plan: In order to effectively market our services, the Company has adopted a focused marketing strategy that it needs to finalize and implement. This all-encompassing strategy is broken down into four major market segmentations. While client satisfaction is paramount and an underscoring philosophy, the marketing strategy varies based on the size of the targeted client.

 

2.Promoting our services as mutually beneficial: Referral relationships will be one key to our success. One of our strategies is to offer our services to business where their clients require services that are beyond their internal manpower. Savvy will portray a professional image and complete the services efficiently and cost effectively. Conducting business in this manner will result in a positive reflection on our Company as well as the referring client.

 

3.Constantly monitor our market: We plan to constantly monitor our targeted market segmentations and adapt to consumers’ needs, wants and desires. To be successful we plan to evolve and diversify or expand our scope of services to satisfy our clients.

 

The Company believes that raising $200,000 through the sale of common equity will be sufficient for the Company to become operational and sustain operations through the next twelve (12) months. We believe that the recurring revenues from services performed will be sufficient to support ongoing operations. Unfortunately, this can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from services will be adequate to maintain our business.

 

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements as of September 30, 2012 included in this the Report, and for the period April 30, 2010 (date of inception) to September 30, 2012.

 

Savvy Business Support, Inc. has administrative offices located at The Courts of Red Bank, 130 Maple Avenue, Suite 9B2, Red Bank NJ 07701. We use this office space free of charge from our sole director and officer.

 

Status as a Shell Company

 

As of September 30, 2012, because we have nominal operations and minimal assets, we are considered to be a shell company under the Securities Exchange Act of 1934, as amended. Because the Company is considered a shell company, the securities sold in previous offerings can only be resold through registration under the Securities Act of 1933, as amended (the “Securities Act”); Section 4(1) of the Securities Act, if available, for non-affiliates; or by meeting the conditions of Rule 144(i) of the Securities Act.

 

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Therefore, an investment in our Company should be considered extremely risky and an investment suitable only for those who can afford to lose the entirety of their investment.

 

The Company has a very specific business purpose and a bona fide plan of operations. Its business plan and purpose is to provide a broad range of business support and consulting services, including specific business advice, and third party service provider and financing referrals to entrepreneurs, small, medium and large companies, including both privately held and publicly traded entities. The Company offers comprehensive services tailored to each client’s desired goals and needs. The Company offers an all-encompassing solution to every potential client’s need with emphasis on due diligence, research on competitor analysis, strategy and implementation, market analysis and wide-ranging pro-forma financial projections.

 

Revenues will be derived from fees we will charge our clientele in the form of cash and on a case-by-case basis. In certain favorable circumstances, we may negotiate with the client and receive all or a portion of payment in the form of equity in such client’s company. We intend to offer clients our comprehensive services for a flat monthly fee, or on a project-by-project “à la carte” basis. At no time will we charge any client for referrals of market makers.

 

At the present time, we intend to charge clients a flat rate fee per month for comprehensive services. The amount of the monthly fee will vary and may increase based on the size and complexity of such client, the amount and skill of work involved, and based on individual negotiations with a particular client.

 

Fees for clients who elect to retain our services on a project-by-project basis shall be individually negotiated and will vary based on the size and complexity of such client, the amount and skill of work involved, and with consideration to rates being charged throughout the industry for similar services.

 

Our fee structure is subject to current market conditions and is therefore subject to change. However, at no point will the client be unaware of any rate change.

 

As of the date of this Annual Report, the Company has not generated revenues, as it has only been operating for a relatively short period of time. However, the Company is in contact with and has been actively negotiating with potential clients. Upon the receipt of adequate funding, the Company intends to implement a wider marketing campaign in an effort to generate further business leads and expand its base of clientele, and intends to hire personnel who can devote their efforts on a fulltime basis. Lastly, the Company does not have any plans or intentions to engage in a merger or acquisition with an unidentified company or companies or other entity or person.

 

Organizational History

 

We were incorporated in State of Nevada on April 30, 2010. Because we currently have nominal operations and minimal assets, we are currently considered to be a shell company as defined in Rule 12b-2 of the Exchange Act, as amended.

 

The Company is authorized to issue one hundred ten million (110,000,000) shares of capital stock, one hundred million (100,000,000) shares of which are designated as Common Stock, and ten million (10,000,000) shares of preferred stock, $0.0001 par value, which can be designated by the Board of Directors in one or more classes with voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions.

 

As of the fiscal year ended September 30, 2012, we had 5,055,000 shares of Common Stock outstanding. As described under Subsequent Events below, there are currently an aggregate of 2,355,000 shares of the Company’s Common Stock issued and outstanding, 2,310,000 of which are held by our sole officer and director.

 

On September 24, 2012, our Board designated 4,500,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate of Designation with the Secretary of State of the State of Nevada therein designating and establishing the class of Series A Convertible Preferred Stock. On September 25, 2012, the Company sold 4,500,000 shares of Series A Convertible Preferred Stock to the Selling Stockholders for an aggregate purchase price of $450 under Section 4(2) under the Securities Act. Each share of Series A Convertible Preferred Stock is convertible by the holder thereof for 20 shares of Common Stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Convertible Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the Common Stock of the Company. The holders of the Series A Convertible Preferred Stock shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada law and is superior upon the liquidation of the Company. On September 26, 2012, we filed a Registration Statement on Form S-1 (File No: 333-184110) therein registering an aggregate of 90,000,000 shares of the Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock under the Securities Act of 1933, as amended (the “Securities Act”) on behalf of the Selling Stockholder named in the Registration Statement. We will not receive any proceeds from the sale of Common Stock on behalf of the Selling Stockholder.

 

Subsequent Events:

 

On November 7, 2012, the Securities and Exchange Commission declared the Registration Statement registering an aggregate of 90,000,000 shares of Common Stock issuable upon the conversion of 4,500,000 shares of Series A Convertible Preferred Stock on behalf of the Selling Stockholder named therein effective under the Securities Act.

 

24
 

 

On November 8, 2012, our Board designated 100 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock” and we filed a Certificate of Designation with the Secretary of State of the State of Nevada therein designating and establishing the class of Series B Non-Convertible Preferred Stock. On November 8, 2012, the Company sold 100 shares of Series B Non-Convertible Preferred Stock to Virginia K. Sourlis for an aggregate purchase price of $10 under Section 4(2) under the Securities Act.

 

The outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Corporation or action by written consent of stockholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

 

On November 8, 2012, the Company sold a five month promissory note in the principal amount of $193,000 bearing interest at the rate of 8% per annum. The Company may prepay the outstanding principal and interest of the promissory note without penalty. On November 9, 2012, the Company redeemed an aggregate of 2,700,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $189,000.

 

Plan of Operations

 

We will provide the following consulting services to start-up companies for a flat monthly fee or individually negotiated one-time fee:

 

General Business Education and Advice for novice entrepreneurs including Q&A sessions;

 

Business plan writing;

 

Determination of which type of entity would be best for the proposed business;

 

Support and assistance with the formation of the new business entity;

 

Providing corporate accounting and bookkeeping referrals; and

 

Support for corporate structuring and financing;

 

We will provide the following consulting services to going public companies for a flat monthly fee or individually negotiated one-time fee:

  

Provide at least 3 Market Makers referrals* (complimentary service);

 

We will not be accepting any compensation for market maker referrals, and this service will be complementary. Our role in referring clientele to market makers will be solely introductory, in the form of a phone call or email linking the two parties. After such introductions are made, we will have no further direct dealings in such a context with the market maker.

 

Education - Explaining the role of the Market Makers, PCAOB auditors, transfer agents and the like to our clients to enable them to make informed decisions;

 

Provide at least 3 PCAOB Auditors referrals*;

 

Provide at least 3 qualified/accredited individual and/or institutional investors referrals*;

 

Support and explanation of going public;

 

Support for corporate structuring and financing; and

 

Support for filing of Form 211 (Rule 15c2-11).

 

25
 

 

We will provide the following consulting services to publicly traded companies for a flat monthly fee or individually negotiated one-time fee:

 

As required, provide at least 3 Market Makers referrals* (complimentary service);

 

We will not be accepting any compensation for market maker referrals, and this service will be complementary. Our role in referring clientele to market makers will be solely introductory, in the form of a phone call or email linking the two parties. After such introductions are made, we will have no further direct dealings in such a context with the market maker.

 

Provide at least 3 IR/PR Firms referrals*;

 

Provide at least 3 qualified/accredited individual and/or institutional investors referrals*;

 

Support for SEC compliance;

 

Support for Blue Sky compliance;

 

Provide corporate accounting and PCAOB referrals*;

 

Support for corporate structuring and financing.

 

*Referrals made by our Company to clients may involve certain conflicts of interest between the Company, Ms. Sourlis individually, Ms. Sourlis’ law firm, and the client. We will make every attempt to ensure that all known and possible conflicts of interest are disclosed to each client upon making such referral and, if not waived by the client, cease working with the client in one or more capacities.

 

Our Company believes that we have formulated a business model to succeed in a downsizing corporate America and a turbulent economy. We have conducted the necessary due diligence and we believe we tailored a multifaceted business model to compete in the business services sector.

 

Fees

 

Revenues will be derived from fees we will charge our clientele in the form of cash and on a case-by-case basis. In certain favorable circumstances, we may negotiate with the client and receive all or a portion of payment in the form of equity in such client’s company. We intend to offer clients our comprehensive services for a flat monthly fee, or on a project-by-project “à la carte” basis. At no time will we charge any client for referrals of market makers.

 

At the present time, we intend to charge clients a flat rate fee per month for comprehensive services. The amount of the monthly fee will vary and may increase based on the size and complexity of such client, the amount and skill of work involved, and based on individual negotiations with a particular client.

 

Fees for clients who elect to retain our services on a project-by-project basis shall be individually negotiated and will vary based on the size and complexity of such client, the amount and skill of work involved, and with consideration to rates being charged throughout the industry for similar services.

 

Our fee structure is subject to current market conditions and is therefore subject to change. However, at no point will the client be unaware of any rate change.

 

In certain situations, we may negotiate with our clients to receive all or a portion of payment owed to us for services rendered in the form of equity in that client’s company. Such determination will be made by our sole officer, Virginia K. Sourlis. While we generally prefer to receive cash compensation, our officer may believe that certain situations require the receipt of restricted equity as compensation. Risks associated with receiving restricted equity compensation include, but are not limited to, 1) problems of liquidity where no market exists for such equity and therefore the Company cannot sell such equity and realize cash; 2) the client goes out of business and such equity is rendered worthless; 3) the equity is sold for less than the value of services provided by us to the client.

 

We believe that it is necessary to receive a limited amount of equity in order to hedge the associated risks involved with such form of payment. However, any loss we experience related to equity compensation could have a material effect on our ability to become profitable, and in the long term, to continue as a going concern.

 

Going Concern

 

At September 30, 2012, we had $450 in cash on hand and an accumulated deficit of $45,973 and have not generated any revenues to date. In their report for the fiscal year ended September 30, 2012, our auditors have expressed that there is substantial doubt as to our ability to continue as a going concern.

 

26
 

 

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise from this uncertainty.

 

The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

Proposed Milestones to Implement Business Operations

 

The following milestones are based on the estimates made by management. The working capital requirements and the projected milestones are approximations and subject to adjustments. Our sole Officer and Director, Virginia K. Sourlis, has committed to personally fund our venture for an indefinite period of time to facilitate our ability to attain the following operational milestones.

 

The funding of the Company by Ms. Sourlis will create a further liability to the Company to be reflected on the Company’s financial statements. Ms. Sourlis’ commitment to personally fund the Company is not contractual and could cease at any moment in her sole and absolute discretion.

 

If we begin to generate profits, we will increase our marketing and sales activity accordingly. We estimate generating initial revenues approximately within the next six to twelve months. The costs associated with operating as a public company are included in our budget. Management believes that the costs of operating as a public company (as opposed to a private company) could have a material negative impact on the company’s results of operations and liquidity and could place a significant drain on capital resources. Management will be responsible for the preparation of the required documents to keep the costs to a minimum. We plan to complete our milestones as follows:

 

0- 3 MONTHS

 

Management will continue the word-of-mouth campaign with Individual Proprietors and potential referral candidates. Marketing efforts will also consist of due diligence on small to large private and going public companies. During this timeframe, we plan to identify small to large private and going public companies that could use our services. We plan to purchase a computer, programs, and printer for $2,000 that is budgeted in the Office Equipment and Furniture line item in the Use of Proceeds. We have budgeted $500 in Sales and Marketing to secure a web domain and research and place an initial deposit with a web designer. The Company has budgeted $2,000 for Sales and Marketing material including brochures and flyers that we expect to finalized during this timeframe. Our goal for this timeframe continues with initiating due diligence to identify referral source persons and finalizing our short-list of contract labor.

 

4-6 MONTHS

 

Savvy plans to finalize the web site development at an additional cost of $500 budgeted in the Sales and Marketing line item. The Company plans to continue with the direct marketing and word-of-mouth campaigns. In addition, we plan to establish a direct marketing campaign to attract business small to large private and going public companies. Most of the expenditures associated with these efforts will amount to lunches, entertainment and related incidentals. We have budgeted $1,800 in the Sales and Marketing line item to address the costs. We have budgeted $3,000 in the Salaries/Contractors line item pay our employees/contractors.

 

7-9 MONTHS

 

The Company plans to further expand relationships with small to large private and going public companies. By this stage of operations, we anticipate finding additional potential revenue generating business services that we intend to pursue. We have budgeted $5,000 for targeted and tailored marketing material and related activities. During this period, the Company has budgeted $5,000 for the salaries of employees and or contractors. Additional planned responsibilities include initiating a two-year overall business plan.

 

10-12 MONTHS

 

By the fourth quarter of operations, we expect to begin generating revenues through an established base of clients to sustain operations. In the Salaries/Contractors budget, we have budgeted $3,000 to pay for any administrative employee expenses incurred as a result of performing duties for our clients. We have budgeted $3,200 in the Sales and Marketing line item for expenses incurred tailoring any marketing material to target opportunities and to cover any related expenses. During this timeframe, we plan to analyze our past nine months of operations including our web sites lead/revenue generating effectiveness. In addition, we plan to evaluate our need to hire employees or use contract labor. This review of our operations to date will allow the Company to make the necessary adjustments and changes to further nurture the growth of the Company. In addition, this review will provide valuable information for finalizing a two-year overall business plan with emphasis on sales and marketing

 

Note: The amounts allocated to each line item in the above milestones are subject to change at the sole discretion of the Company’s management. Any line item amounts not expended completely, as detailed in the Use of Proceeds, shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.

 

27
 

 

Results of Operations

 

Fiscal Year Ended September 30, 2012 Compared to Fiscal Year Ended September 30, 2011

 

At September 30, 2012, our total assets consisted solely of cash on hand which was $450 compared to $4 at September 30, 2011.

 

At September 30, 2012, our total current liabilities were $35,473 and consisted of $9,790 in accounts payable and $25,683 in amounts due to a related party. As of September 30, 2011, our total current liabilities were $16,760 and consisted of $4,000 in accounts payable and $12,760 in amounts due to a related party. The accounts payable primarily consist of audit and SEC filing fees as the Company commenced its SEC reporting requirements after the SEC declared the Company’s Registration Statement on Form S-1 (File No.: 333-16713) on August 12, 2010.

 

Our Total Stockholders’ Deficit was $35,023 as of September 30, 2012, compared to $16,756 at September 30, 2011.

 

Revenues. We had no revenues for the fiscal year ended September 30, 2011. Since April 30, 2010 (date of inception), we have not realized any revenues.

 

Net Loss. We had a net loss of $18,717 for the year ended September 30, 2012, compared to $17,413 for the year ended September 30, 2011. The net loss was primarily due to incurred audit and SEC filing fees as the Company commenced its SEC reporting requirements after the SEC declared the Company’s initial S-1 filing effective on August 12, 2010.

 

Operating expenses. Our total operating expenses for the year ended September 30, 2012 were $18,717 compared to $17,413 for the fiscal year ended September 30, 2012. This was primarily comprised of audit and SEC filing fees as the Company commenced its SEC reporting requirements after the SEC declared the Company’s initial S-1 filing effective on August 12, 2010.

 

Liquidity and Capital Resources

 

At September 30, 2012, we had $450 in cash on hand and an accumulated deficit of $45,973 and have not generated any revenues to date. In their report for the fiscal year ended September 30, 2012, our auditors have expressed that there is substantial doubt as to our ability to continue as a going concern.

 

To date, our operations have been funded by Virginia K. Sourlis, our sole officer and director, pursuant to a verbal, non-binding agreement. Ms. Sourlis has agreed to personally fund the Company’s operating and SEC reporting expenses until the Company can achieve revenues sufficient to sustain its operational and regulatory requirements, of which there can be no assurances. Future contributions by Ms. Sourlis to the Company, pursuant to the verbal and non-binding agreement, will be reflected on the financial statements of the Company as current liabilities under due from related party.

 

The Company has also raised money from the public and private sales of its Common Stock. On May 20, 2010, the Company issued a total of 5,000,000 shares of Common Stock to Ms. Sourlis for aggregate cash consideration of $5,000. Also, on May 27, 2010, the Company filed a Registration Statement on Form S-1 (File No.: 33-167130) with the Securities and Exchange Commission therein registering under the Securities Act an aggregate of 2,000,000 shares of Common Stock for sale by the Company for $0.10 per share. The SEC declared the Registration Statement effective on August 12, 2010 The Offering was conducted on a “best efforts” basis by the Company’s officers and directors. On November 15, 2010, the Company closed on the sale of 50,000 shares of Common Stock pursuant to the Registration Statement and subsequently terminated the Offering effective November 16, 2010. The Company received $5,000 in gross proceeds from the Offering. On September 27, 2012, the Company filed a Post-Effective Amendment No. 1 to the Registration Statement to remove from registration the 1,950,000 shares of Common Stock of the Company which were registered under the Securities Act pursuant to the Registration Statement but were not sold in the offering.

 

On September 25, 2012, we sold 4,500,000 shares of Series A Convertible Preferred Stock for $0.0001 per share, generating proceeds of $450.00. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

On September 26, 2012, we filed a Registration Statement on Form S-1 (File No: 333-184110) therein registering an aggregate of 90,000,000 shares of Common Stock issuable upon the conversion of the 4,500,000 shares of Series A Convertible Preferred Stock sold by the Company on September 25, 2012. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder named in the Registration Statement. On November 7, 2012, the Registration Statement was declared effective by the SEC.

 

We believe that we will start to generate revenue within the next 12 months and that we will need at least $200,000 to sustain our operations during such period.

 

28
 

 

As stated above and throughout this Annual Report, in certain situations, we may negotiate with our clients to receive all or a portion of payment owed to us for services rendered in the form of equity in that client’s company. Such determination will be made by our sole officer, Virginia K. Sourlis. While we generally prefer to receive cash compensation, our officer may believe that certain situations require the receipt of restricted equity as compensation. Risks associated with receiving restricted equity compensation include, but are not limited to, 1) problems of liquidity where no market exists for such equity and therefore the Company cannot sell such equity and realize cash; 2) the client goes out of business and such equity is rendered worthless; 3) the equity is sold for less than the value of services provided by us to the client.

 

We believe that it is necessary to receive a limited amount of equity in order to hedge the associated risks involved with such form of payment. However, any loss we experience related to equity compensation could have a material effect on our ability to generate revenues, become profitable, and to continue as a going concern.

 

Off -Balance Sheet Operations

 

The Company does not have any off-balance sheet operations.

 

CRITICAL ACCOUNTING POLICIES

 

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period April 30, 2010 (date of inception) to September 30, 2012.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2012, the Company maintained one bank account with a financial institution located in New Jersey.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

 

Net Loss per Share Calculation

 

Basic net loss per common share (“EPS”) is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Revenue Recognition

 

For the period April 30, 2010 (inception) to September 30, 2012, the Company did not realize any revenue.

 

Income Taxes

 

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

29
 

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements

 

Item:   Page No:
     
Report of Independent Registered Public Accounting Firm    
     
Audited Balance Sheets For the Years Ended September 30, 2012 and 2011   F-1
     
Audited Statements of Operations For the Years Ended September 30, 2012 and 2011, and the Period from April 30, 2010 (Inception) through September 30, 2012   F-2
     
Audited Statement of Stockholders’ Deficit For the Period from April 30, 2010 (inception) through September 30, 2012   F-3
     
Audited Statements of Cash Flows For the Years Ended September 30, 2012 and 2011, and the Period from April 30, 2010 (Inception) through September 30, 2012   F-4
     
Notes to Financial Statements   F-5

 

30
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

November 29, 2012

 

Board of Directors

Savvy Business Support, Inc.

130 Maple Ave., Suite 9B2

Red Bank, NJ 07701

 

We have audited the accompanying balance sheet of Savvy Business Support, Inc. (“a development stage Company”) as of September 30, 2012 and 2011 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended September 30, 2012 , 2011 and since inception. 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 audit 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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 September 30, 2012, 2011 and since inception, and the results of its operations and changes in stockholders’ deficit and its cash flows for the years ended September 30, 2012, 2011, and since inception, in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 7 of the notes to the accompanying financial statements, the financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a net loss of ($18,717) and net cash used in operations of ($15,927) for the year ended September 30, 2012, and a working capital deficit of ($35,023) and stockholder’s deficit of ($35,023) at September 30, 2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ W. T. Uniack & Co. CPA’s P.C.

Woodstock, Georgia

 

 
 

 

Savvy Business Support, Inc.

(A Development Stage Company)

Balance Sheets

 

 

 

   09/30/2012   09/30/2011 
ASSETS          
           
Current assets          
          
Cash  $450   $4 
           
Total current assets   450    4 
           
Total assets  $450   $4 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current liabilities          
           
Accounts payable  $9,790   $4,000 
           
Due to related party   25,683    12,760 
           
Total current liabilities   35,473    16,760 
           
Stockholders’ deficit          
          
Series A Convertible Preferred stock, $.0001 par value, 10,000,000 shares authorized; 4,500,000 shares and zero shares issued and outstanding as of September 30, 2012 and September 30, 2011   450    - 
Common stock, $.0001 par value, 100,000,000 shares authorized; 5,055,000 shares issued and outstanding as of September 30, 2012 and September 30, 2011   506    506 
           
Additional paid-in capital   9,994    9,994 
           
Deficit accumulated during the development stage   (45,973)   (27,256)
           
Total stockholders’ deficit   (35,023)   (16,756)
           
Total liabilities and stockholders’ deficit  $450   $4 

 

See accompanying notes to financial statements.

 

F-1
 

 

Savvy Business Support, Inc.

(A Development Stage Company)

Statements of Operations 

 

 

 

   For the years ended   From April 30, 2010 
   September 30,   (Inception) to 
   2012   2011   September 30, 2012 
             
Revenue  $-   $-   $- 
                
Cost of goods sold   -    -    - 
                
Gross profit   -    -    - 
                
General and administrative expenses   18,717    17,413    45,973 
                
Net loss  $(18,717)  $(17,413)  $(45,973)
                
Weighted average number of common shares outstanding (basic and fully diluted)   5,055,000    5,045,644    4,928,495 
                
Basic and diluted (loss) per common share  $-   $-   $- 

 

See accompanying notes to financial statements.

 

F-2
 

 

Savvy Business Support, Inc.

(A Development Stage Company)

Statement of Stockholders’ Deficit

For the period from April 30, 2010 (Inception) to September 30, 2012

 

 

 

                       Deficit     
                       Accumulated     
   Preferred Stock   Common Stock   Additional   During the   Total 
   $0.0001 Par Value   $0.0001 Par Value   Paid-In   Development   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Stage   Deficit 
                             
Balance, April 30, 2010 (inception)  -   $-   -   $-   $-   $-   $- 
                                    
Issuance of common stock   -    -    5,000,000    500    4,500    -    5,000 
                                    
Net loss   -    -    -    -    -    (9,843)   (9,843)
                                    
Balance, September 30, 2010   -    -    5,000,000    500    4,500    (9,843)   (4,843)
                                    
Common stock issued for cash   -    -    50,000    5    4,995    -    5,000 
                                    
Common stock issued for services   -    -    5,000    1    499    -    500 
                                    
Net loss   -    -    -    -    -    (17,413)   (17,413)
                                    
Balance, September 30, 2011   -    -    5,055,000    506    9,994    (27,256)   (16,756)
                                    
Issuance of preferred stock for cash   4,500,000    450    -    -    -    -    450 
                                    
Net loss   -    -    -    -    -    (18,717)   (18,717)
                                    
Balance, September 30, 2012   4,500,000   $450    5,055,000   $506   $9,994   $(45,973)  $(35,023)

  

See accompanying notes to financial statements.

 

F-3
 

 

Savvy Business Support, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

 

 

   For the years ended   From April 30, 2010 
   September 30,   (Inception) to 
   2012   2011   September 30. 2012 
             
Cash flows from operating activities               
                
Net loss  $(18,717)  $(17,413)  $(45,973)
                
Adjustments to reconcile net (loss) to net cash used in operating activities:               
                
Stock issued for services   -    500    500 
Changes in operating assets and liabilities:               
                
Increase in accounts payable   2,790    500    9,790 
                
Net cash used in operating activities   (15,927)   (16,413)   (35,683)
                
Cash flows from investing activities   -    -    - 
                
Cash flows from financing activities               
                
Proceeds from related party advances   15,923    9,481    25,683 
                
Proceeds from issuance of preferred stock   450    -    450 
                
Proceeds from issuance of common stock   -    5,000    10,000 
                
Net cash provided by financing activities   16,373    14,481    36,133 
                
Net increase (decrease) in cash   446    (1,932)   450 
                
Cash - beginning of period   4    1,936    - 
                
Cash - end of period  $450   $4   $450 
                
Supplemental disclosure of cash flow information:               
                
Taxes paid  $-   $-   $- 
                
Interest paid  $-   $-   $- 

 

See accompanying notes to financial statements.

 

F-4
 

 

SAVVY BUSINESS SUPPORT, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

 

 

NOTE 1 - Organization

 

Savvy Business Support, Inc. (“the Company”) was incorporated in State of Nevada on April 30, 2010.

 

The Company is a development stage business consulting company with a principal business of offering general business services/support to start-up companies, small and medium business planning to expand, individuals, and other businesses and organizations.

 

NOTE 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of September 30, 2012, September 30, 2011 and for the period April 30, 2010 (date of inception) to September 30, 2012.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2012, the Company maintained one bank account with a financial institution located in New Jersey.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

 

Net Loss per Share Calculation

 

Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

 

Revenue Recognition

 

For the period April 30, 2010 (inception) to September 30, 2012, the Company did not realize any revenue

 

Income Taxes

 

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

 

F-5
 

 

SAVVY BUSINESS SUPPORT, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

 

 

Recently Issued Accounting Pronouncements

 

As of September 30, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

 

NOTE 3.Related Party Transactions

 

Office Rent

 

As of September 30, 2012, the Company operated out of the premises of The Sourlis Law Firm offices on a rent-free basis for administrative purposes. There is no written agreement or other material terms or arrangements relating to this office space arrangement.

 

For the period April 30, 2010 (date of inception) to September 30, 2012, the rent expense was zero.

 

Legal Services

 

As of September 30, 2012, the Managing Partner of the Sourlis Law Firm, Virginia K. Sourlis, is the Company’s Sole Officer, Sole Director and Majority Shareholder of the Company.

 

As of September 30, 2012, the Company owes the Sourlis Law Firm $5,000 for the firm’s legal services.

 

NOTE 4 − Preferred Stock

 

As of September 30, 2012, the Company is authorized to issue 10,000,000 shares of Preferred Stock, par value of $0.0001 per share of which 4,500,000 shares of Series A convertible preferred stock was issued and outstanding.

 

Series A Convertible Preferred Stock

 

On September 24, 2012, the Company’s Board designated 4,500,000 shares of Preferred Stock as Series A Convertible Preferred Stock and filed a Certificate of Designations with the Secretary of State of the State of Nevada.

 

On September 25, 2012, the Company sold an aggregate of 4,500,000 shares of Series A Convertible Preferred Stock to one individual for $0.0001 per share thereby generating proceeds of $450.00. The Company sold these securities under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), since the sale by did not involve a public offering of securities. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the investor represented that he had the necessary investment intent as required by Section 4(2) and agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

NOTE 5 − Common Stock

 

As of September 30, 2012, the Company was authorized to issue 100,000,000 shares of Common Stock, par value of $0.0001 per share of which 5,055,000 shares of Common Stock was issued and outstanding.

 

On May 11, 2011, the Company issued 5,000 shares of common stock for services rendered to the Company. These common shares were valued by the Company at $500 or $0.10/share, based upon recent equity financing.

 

On November 15, 2010, the Company raised $5,000 from the sale of 50,000 common shares of the Company’s stock through an initial public offering at $0.10 per share.

 

On May 20, 2010, the Company raised $5,000 from the sale of 5,000,000 common shares of the Company to the founder.

 

F-6
 

 

SAVVY BUSINESS SUPPORT, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

 

 

NOTE 6 − Income Taxes

 

The Company utilizes the asset and liability method for financial accounting and reporting accounting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted.

 

As of September 30, 2012, the Company has $17,929 in gross deferred tax assets resulting from net operating loss carry-forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believer future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period April 30, 2010 (inception) to September 30, 2012. As of September 30, 2012, the Company has federal net operating loss carry forwards of $45,973 available to offset future taxable income through 2031, subject to the change in control provisions under the Internal Revenue Code.

 

The difference between the tax provision at the statutory federal income tax rate on September 30, 2012 and the tax provision attributable to loss before income taxes is as follows:

 

   For the period 
   April 30, 2010 
   (inception) through 
   September 30, 2012 
     
Statutory federal income taxes   34.0%
State taxes, net of federal benefits   5.0%
Valuation allowance   -39.0%
Effective income tax rate   - 

 

As of September 30, 2012, the Company has tax reporting requirements to the Internal Revenue Service, the State of Nevada and to the State of New Jersey.

 

NOTE 7 − Going Concern

 

As of September 30, 2012, the accompanying financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

For the period from April 30, 2010 (inception) to September 30, 2012, the Company incurred losses of $45,973 primarily consisting of legal and professional fees for the Company to maintain its SEC reporting requirements.

 

The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and upon future operations from the development of its planned business as well as to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 

NOTE 8 – Subsequent Events (Unaudited)

 

Designation of Preferred Stock

 

On November 8, 2012, the Company’s Board designated 100 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock” and filed a Certificate of Designation with the Secretary of State of the State of Nevada therein designating and establishing the class of Series B Non-Convertible Preferred Stock.

 

F-7
 

 

SAVVY BUSINESS SUPPORT, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

 

 

Sale of Preferred Stock

 

On November 8, 2012, the Company sold 100 shares of Series B Non-Convertible Preferred Stock to Virginia K. Sourlis for an aggregate purchase price of $10 under Section 4(2) under the Securities Act.

 

Voting Rights – Preferred Stock

 

The outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Corporation or action by written consent of stockholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

 

Promissory Note

 

On November 8, 2012, the Company sold a five month promissory note in the principal amount of $193,000 bearing interest at the rate of 8% per annum. The Company may prepay the outstanding principal and interest of the promissory note without penalty.

 

Redemption of Common Stock

 

On November 9, 2012, the Company redeemed an aggregate of 2,700,000 shares of Common Stock of the Company held by Virginia K. Sourlis for $189,000.

 

Common & Preferred Shares Reconciliation

 

       . Number of   Number of 
       Series A   Series B 
   Number of   Convertible   Convertible 
   Common Shares   Preferred   Preferred 
             
Shares outstanding as of September 30, 2012   5,055,000    4,500,000    - 
                
Sale of Series B Non-Convertible Preferred Stock on November 8, 2012   -    -    100 
                
Redemption of Common Stock on November 9, 2012   (2,700,000)   -    - 
                
Shares outstanding as of November 29, 2102   2,355,000    4,500,000    100 

 

NOTE 9 – Contingencies and Commitments – Legal Proceedings

 

On February 10, 2011, the U.S. Securities and Exchange Commission amended its complaint in SEC v. Greenstone Holdings, Inc., et al., 10 civ. 1302 (S.D.N.Y.), to add as a defendant Virginia K. Sourlis, our Principal Executive and Principal Financial and Accounting Officer. The amended complaint alleged that Ms. Sourlis violated Sections 5 of the Securities Act of 1933, as amended (the “Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Rule 10b-5 thereunder and aided and abetted defendant Greenstone’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC is seeking injunctive relief and financial penalties, disgorgement, and a penny stock bar from Ms. Sourlis.

 

On November 20, 2012, the Court granted partial summary judgment (on liability only) against Ms. Sourlis for aiding and abetting the defendants’ 10b violation; however, Ms. Sourlis intends to file an appeal at the conclusion of the case. At the hearing, the Court also denied the SEC’s motion for summary judgment regarding its 10b primary liability claim against Ms. Sourlis. The Court also reserved decision on the SEC’s non-fraud claim that Ms. Sourlis violated Section 5 of the Securities Act; but rather asked for further briefing regarding the SEC’s aiding and abetting claim under Section 5.

 

On the basis of the Court’s November 20 liability holding, the SEC intends to seek from the Court against Ms. Sourlis injunctive relief, financial penalties, disgorgement, and a penny stock bar. In the event the Commission prevails in its charges against Ms. Sourlis and successfully prevents Ms. Sourlis from deriving income from practicing securities law for a given period of time, our Company’s operations and financial position would be adversely affected due to the fact that Ms. Sourlis currently has a verbal non-binding agreement with the Company to fund its operations for an indefinite period of time. Also, if the SEC prevails, it would be more difficult for the Company to attract investors and/or business partners, which would have a material adverse effect on the Company’s business and operations, due to the fact that Ms. Sourlis is the sole director and officer (President, Chief Executive Officer) of the Company and the very nature of the Company’s business is to provide consulting services to start-up companies and public companies on various matters, from entity formation and financing structures to support for filing FINRA’s Form 211 and complying with SEC regulations. If the SEC prevails and prevent Ms. Sourlis from practicing securities law for a significant amount of time, it would in effect put the Company out of business unless the Company can retain new qualified employees, of which there can be no assurances that it will be able to do so.

 

F-8
 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None

 

Item 9A. Controls and Procedures

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our sole officer, sole director, Principal Executive Officer and Principal Financial and Accounting Officer, Ms. Virginia K. Sourlis, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of the fiscal year ended September 30, 2012 (the “Evaluation Date”).

 

Based upon that evaluation, our Management has concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective.

 

Management has identified specific remedial actions to cure our disclosure controls and procedures:

 

Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issues by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations, and/or have raised significant additional working capital.

 

Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.

 

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

 

Internal Control over Financial Reporting

 

(a) Management’s Annual Report on Internal Control over Financial Reporting

 

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

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Our Principal Executive Officer and Principal Financial and Accounting Officer assessed the effectiveness of our internal control over financial reporting as of September 30, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of The Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment under such criteria, management concluded that our internal controls over financial reporting were not effective as of September 30, 2012 due to control deficiencies that constituted material weaknesses.

 

Our Principal Executive Officer/Principal Financial and Accounting Officer concluded that our internal control over financial reporting had the following material weaknesses:

 

We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our 2012 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

 

The Company lacks sufficient resources to perform the internal audit function and the Company’s Board of Directors does not have a standing Audit Committee;

 

31
 

 

We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert for the Company. The Board of Directors is comprised of one (1) member of management. As a result, there may be lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by the Company; and

 

Documentation of all proper accounting procedures is not yet complete.

 

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:

 

Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

 

Hiring additional qualified financial personnel including a Chief Financial Officer on a full-time basis;

 

Expanding our current Board of Directors to include additional independent individuals willing to perform directorial functions and to establish a standing Audit Committee comprised of an independent directors; and

 

Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.

 

We are in the process of developing and implementing remediation plans to address our material weaknesses in the Company’s internal controls.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Changes in Controls and Procedures

 

There were no significant changes made in our internal controls over financial reporting during the quarter ended September 30, 2012 that have materially affected or are reasonably likely to materially affect these controls.

 

Attestation Report of the Registered Public Accounting Firm

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

 

Item 9B. Other Information

 

None

 

32
 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table sets forth the respective names, ages and positions of our directors and executive officers as well as the year that each of them commenced serving as a director of the Company. The terms of all of the directors, as identified below, will run until our next annual meeting of stockholders or until their successors are elected and qualified.

 

Person and Position: Age:   Held Position Since:

Virginia K. Sourlis

President and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

  48   April 30, 2010

 

Management and Director Biographies

 

Each of the foregoing person(s) may be deemed a “promoter” of the Company, as that term is defined in the rules and regulations promulgated under the Securities Act. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified.

 

Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and have qualified.

 

Virginia K. Sourlis, our President and sole Director, is the founder and owner of The Sourlis Law Firm (Est. 1997), a boutique securities law firm located in Red Bank, New Jersey. Her firm represents private and publicly traded companies in all stages of their development, from start-up to being a publicly traded company.

 

Ms. Sourlis’ law firm handles private placements, public offerings, mergers and acquisitions, 1933 and 1934 Act Registration Statements, blue sky law compliance, proxy statements and information statements, Form 10-Ks, Form 10-Qs, Form 8-Ks, Forms 3, 4, & 5, and Forms 13G & 13D, and counsel and advise companies regarding general securities and corporate/business legal matters.

 

Virginia K. Sourlis, Esq. studied at Oxford University, England (1985), graduated from Stanford University, California (1986) and received her MBA and JD from Villanova University, Pennsylvania (1991). Virginia formerly served as an arbitrator and chairperson for the FINRA and New York Stock Exchange (“NYSE”), and is a past Director of the Eastern Monmouth Area Chamber of Commerce, and a member of the New Jersey Bar Association, Monmouth Bar Association, ACCA, ABA and NJCCA, received a full scholarship to Stanford University, Palo Alto, CA, an All American Collegiate basketball player at Stanford University (point guard), an Olympic basketball finalist, a retired professional basketball player, All-American high school basketball player, and retired high school basketball uniform (#10).

 

Her strong educational background and years of experience are believed by the Company to render her extremely capable and insightful towards bringing the Company’s business plan to fruition. Under her direction, the Company is focused on product development based on the client needs and direction of the marketplace. The Company offers general business consulting/services consisting of compliance reporting, bookkeeping, business writing, finance, and research and development. In addition, we offer business plan writing services for individuals interested in starting a new business and welcome referrals from accountants, lawyers and other business professionals. The Company’s mission is to offer competent and complete satisfaction to its customers.

 

Involvement in Certain Legal Proceedings

 

Other than what is disclosed under Item 3. Legal Proceedings of this section, none of our executive officers, directors or named consultants has, during the past five years:

 

(a)Had 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;

 

(b)Been convicted in a criminal proceeding or subject to a pending criminal proceeding;

 

(c)Been 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 involvement in any type of business, securities, futures, commodities or banking activities; and

 

(d)Been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

33
 

 

Family Relationships

 

None

 

Section 16(A) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and greater than 10% stockholders filed the required reports in a timely manner.

 

Employment Agreements

 

None

 

Audit, Nominating and Compensation Committees

 

Our Board of Directors has not formally established separate audit, nominating or compensation committees though they perform many of the functions that would otherwise be delegated to such committees. Currently, our Board of Directors believes that the cost of establishing such committees, including the costs necessary to recruit and retain qualified independent directors to serve on our Board of Directors and such committees and the legal costs to properly form and document the authority, policies and procedures of such committees are not justified under our current circumstances. However, we anticipate that our Board of Directors will seek qualified independent directors to serve on the Board and ultimately form standing nominating and compensation committees and nominate other directors to serve on its audit committee.

 

Code of Ethics

 

Our Board of Directors has adopted a Code of Ethics.

 

Item 11. Executive Compensation

 

EXECUTIVE COMPENSATION

 

The following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who served as the Company’s principal executive officer or acting in similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level, and other individuals as required by Item 402(m)(2) of Regulation S-K. We refer to all of these individuals collectively as our “named executive officers.”

 

SUMMARY COMPENSATION TABLE

 

Name  Title  Fiscal Year Ended September 30,   Salary   Bonus   Other Comp.   Total 
Virginia K. Sourlis, Esq.  President and CEO   2012   $0   $0   $0   $0 
   (Principal Executive Officer) (Principal Financial and Accounting Officer)   2011   $0   $0   $0   $0 

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

Name   Number of Securities Underlying Unexercised Options (#)    Number of Securities
Underlying Unexercised
Options (#) Unexercisable
    Option Exercise
Price ($)
    Option
Expiration Date
 
None           -     

 

34
 

 

Director Compensation

 

During the fiscal year ending September 30, 2012, no compensation was paid to any member of the Board of Directors for their service.

 

Stock Option Grants

 

The Company has never issued any stock options to officers, employees or otherwise.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information concerning the beneficial ownership of the Company’s Common Stock, Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock as of the date of this Report by (i) each person known by the Company to be the owner of more than 5% of the outstanding of each of the Company’s Common Stock, Series A Convertible Preferred Stock and Series B Non-Convertible Preferred Stock, (ii) each director, (iii) each named executive officer, and (iv) all directors and executive officers as a group. In general, “beneficial ownership” includes those shares that a stockholder has the power to vote or the power to transfer, and stock options and other rights to acquire Common Stock that are exercisable currently or become exercisable within 60 days. Unless otherwise indicated, the address for each person is c/o Savvy Business Support, Inc., 130 Maple Avenue, Suite 9B2, Red Bank, NJ 07701.

 

Name and
Position
  Shares of Common Stock   Percentage of
Class
(Common)(1)
   Shares of Series A
Preferred Stock
   Percentage of Class
(Series A
Preferred)(2)
   Shares
of Series
B
Preferred
Stock
   Percentage
of Class
(Series B
Preferred)
(3)
 
Virginia K. Sourlis, Sole Officer and Director   2,310,000    98.1%   0    0    100    100%
Edward Whitehouse   1,000(4)   *    4,500,000    100%   0    0%
                               
Directors and Officers as a group (1 person)   2,310,000    98.1%   0    0    100    100%

 

(1)Based on 2,355,000 shares of Common Stock issued and outstanding as of the date of this Annual Report.
(2)Based on 4,500,000 shares of Series A Convertible Preferred Stock issued and outstanding as of the date of this Annual Report.
(3)Based on 100 shares of Series B Non-Convertible Preferred Stock issued and outstanding as of the date of this Annual Report.
(4)Shares of Common Stock are held jointly by Mr. and Mrs. Whitehouse, as husband and wife. Does not include shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible by the holder thereof for 20 shares of Common Stock of the Company; provided, however, that the holder is prohibited from converting such number of shares of Series A Convertible Preferred Stock that would result in the stockholder beneficially owning more than 9.9% of the Common Stock of the Company.

 

Item 13. Certain Relationships and Related Transactions; and Director Independence

 

Related Party and Certain Transactions

 

There have been no related-party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

 

Director Independence

 

Our determination of independence of our directors is made using the definition of “independent director” contained under Rule 5065(a) (2) of the NASDAQ Marketplace Rules, even though such definitions do not currently apply to us because we are not listed on NASDAQ. None of the members of our Board of Directors qualify as independent pursuant to this Rule.

 

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Indemnification

 

Pursuant to the Certificate of Incorporation and By-Laws of the Company, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

Item 14. Principal Accountant Fees and Services

 

Principal Accountant Fees and Services.

 

(1) Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

 

2012   $3,000   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA
          
2011   $3,000   W.T. Uniack & Co. CPA’s P.C.
    $3,000   Berman & Company, PA

 

(2) Audit-Related Fees

 

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

 

2012   $3,000   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA
          
2011   $0   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA

 

(3) Tax Fees

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

 

2012   $0   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA
          
2011   $0   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA

 

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(4) All Other Fees

 

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

 

2012   $710   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA
          
2011   $0   W.T. Uniack & Co. CPA’s P.C.
    $0   Berman & Company, PA

 

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

 

PART IV.

Item 15. Exhibits and Reports on Form 8-K

 

Index to Exhibits

  

Exhibit

Number

  Description of Exhibits
     
3.1   Articles of Incorporation of Savvy Business Support, Inc. (1)
     
3.1.1   Certificate of Designations of Series A Convertible Preferred Stock (5)
     
3.1.2   Certificate of Designations of Series B Non-Convertible Preferred Stock (6)
     
3.2   Bylaws (1)
     
10.1*   Promissory Note, dated November 8, 2012 made by Savvy Business Support, Inc. f/b/o Anatom Associates SA
     
10.2*   Stock Redemption Agreement, dated November 9, 2012, between Savvy Business Support, Inc. and Virginia K. Sourlis
     
14.1   Savvy Business Support, Inc. Code of Ethics (1)
     
14.2   Savvy Business Support, Inc. Code of Business Conduct (1)
     
16.1   Letter, dated March 9, 2011, from Conner & Associates, PC (3)
     
16.2   Letter, dated October 25, 2011, from Berman & Company, PA (4)
     
31.1*   Certification of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended
     
32.1*   Certification of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
99.1   Correspondence between Stephen J. Nelson, Esq. and Virginia K. Sourlis. (2)

 

101.INS*   XBRL Instance Document
     
101.SCH*   XBRL Taxonomy Extension Schema
     
101.CAL*   XBRL Taxonomy Extension CalculationLinkbase
     
101.DEF*   XBRL Taxonomy Extension DefinitionLinkbase
     
101.LAB*   XBRL Taxonomy Extension Label Linkbase
     
101.PRE*   XBRL Taxonomy Presentation Linkbase

 

*Filed herewith

 

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(1)Incorporated by reference from the Company’s Registration Statement on Form S-1 (SEC File No.: 333-167130) filed on May 27, 2010.

 

(2)Incorporated by reference from the Company’s Registration Statement on Form S-1 (SEC File No.: 333-167130) filed on July 16, 2010.

 

(3)Incorporated by reference from the Company’s Form 8-K filed on March 9, 2011.

 

(4)Incorporated by reference from the Company’s Form 8-K filed on October 25, 2011.

 

(5)Incorporated by reference from the Company’s Registration Statement on Form S-1 (SEC File No.: 333-184110) filed on September 26, 2012.

 

(6)Incorporated by reference from the Company’s Form 8-K filed on November 9, 2012.

 

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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.

 

Date: December 4, 2012 By: /s/ VIRGINIA K. SOURLIS
  Name: Virginia K. Sourlis
  Title: President
    (Principal Executive Officer,
    Principal Financial Officer
    and Principal Accounting Officer)

 

Signature   Title   Date
         
/s/ VIRGINIA K. SOURLIS   President   December 4, 2012
 Virginia K. Sourlis   (Principal Executive Officer,    
    Principal Financial Officer    
    and Principal Accounting Officer)    

 

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