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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO 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 number 000-50331

                            UPSTREAM BIOSCIENCES INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                98-0371433
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

Three Sugar Creek Center, Suite 100, Sugar Land, TX                 77478
    (Address of principal executive offices)                      (Zip Code)

         Registrant's telephone number, including area code 713.929.3863

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

       None                                               N/A
Title of each class                    Name of each exchange on which registered


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

                         Common Stock, $0.001 par value
                                (Title of class)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 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. [X]

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large  accelerated  filer [ ]                      Accelerated  filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a small reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $341,129 based on a price of $0.01 per share, being the average bid and
asked price of such common equity as of March 31, 2012.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 1,974,654 shares of common
stock as of December 31, 2012.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not Applicable

PART I FORWARD LOOKING STATEMENTS This annual report contains forward-looking statements that involve risks, uncertainties and assumptions. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this annual report on Form 10-K include statements about: * Our business plans, * Our ability to raise additional finances, and * Our future investments and allocation of capital resources. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including: * General economic and business conditions, * Our lack of operating history, * Our financial condition, * Our material weakness in our internal control over financial reporting, * Our patents are only a provisional patent, and * The risks in the section of this annual report entitled "Risk Factors", any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion and analysis should be read in conjunction with the financial statements and related notes and the other financial information appearing elsewhere in this annual report. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock. As used in this report and unless otherwise indicated, the terms "we", "us" and "our" refer to Upstream Biosciences Inc. 2
ITEM 1. BUSINESS CORPORATE DEVELOPMENTS We were incorporated pursuant to the laws of the State of Nevada on March 20, 2002 under the name Integrated Brand Solutions Inc. and on February 6, 2006, we changed our name to Upstream Biosciences Inc. We have not generated any revenues from our technologies to date. On August 10, 2009, our company issued a press release announcing that we were actively seeking licensors or acquirors for our novel anti-parasitic drug discovery portfolio and cancer diagnostic platform. To that end, our company formed an independent committee of the board to assess the strategic direction of our company. During the four months following the issuance of the press release, the independent board shortlisted a number of potential candidates that may have had interest in the acquisition of our company's pharmaceutical business as formerly held by our subsidiary Pacific Pharma Technologies Inc. Our independent committee contacted such organizations but discussions did not result in any offers or agreements to acquire such assets. After several months, our company continued to face challenges in raising funds due to the continued financial downturn, especially for early-stage life sciences companies. To this end, and as discussed in our periodic reports, Joel Bellenson and Dexster Smith, both former directors and officers of our company, agreed to voluntarily defer their salaries for the 2009 calendar year, or until such time that our company completed a sizeable financing. TCF Ventures Corp., a company through which Tim Fernback provided services as chief financial officer of our company, agreed to defer a portion of the amounts owed to him for consulting services on the understanding that such amounts would be repaid when our company obtained sufficient funds. However, a dispute arose as to the terms of the deferral as discussed under the heading "Item 3 - Legal Proceedings". Following the continued downturn, low cash reserves, no available financing, and the commencement of litigation with TCF Ventures, our company was left with two available options. The first option was to restructure our company, including a change of its management and board of directors, and the second option was bankruptcy. As bankruptcy would effectively prevent our shareholders from realizing any value in our company, the board agreed to restructure our company. As a result, and following a write-down of the pharmaceutical business operated by Pacific Pharma, our wholly-owned subsidiary, we entered into the Asset Sale Agreement to transfer such assets as described below under the heading "Asset Sale Agreement". Joel Bellenson and Dexster Smith then agreed to enter into return to treasury agreements and cancel the remaining stock held by them to treasury for no consideration. The entire board of directors and management resigned but not before appointing Mike McFarland as sole director and officer of our company. Following the appointment of the new director, the new board of directors intends to seek out viable business opportunities in order to maximize shareholder value. ASSET SALE AGREEMENT On December 14, 2009, our subsidiary, Pacific Pharma, a British Columbia company, entered into and closed an asset sale agreement with JTAT Consulting Inc., a company wholly-owned by Art Cherkasov. Pursuant to the terms of the agreement, Pacific Pharma sold all of the assets held by Pacific Pharma to JTAT Consulting for the payment of $1.00. The assets included the URL domain name www.pacificpharmatech.com, Pacific Pharma's patents, patent applications, and inventions, methods, processes and discoveries that may be patentable, Pacific Pharma's know-how, trade secrets, confidential information, technical information, data, process technology and plans and drawings, owned, used, or licensed by Pacific Pharma as licensee or licensor. Our board of directors decided to proceed with the write-down following our inability to find any potential acquiror or licensor to purchase the assets and advance the technology and upon deciding to cease any further research and development of this segment of our business. The write-down resulted in an impairment charge of $59,010 and a loss on disposal of $78,570. Our company does not believe that this amount will result in any future cash expenditures. RETURN TO TREASURY AGREEMENTS In connection with the restructuring of our company, and on December 4, 2009, we entered into a return to treasury agreement with each of Joel Bellenson and Dexster Smith, both former directors and officers of our company. Pursuant to the terms of the agreements, each of Mr. Bellenson and Mr. Smith agreed to return 8,095,470 restricted common shares to the treasury of our company for cancellation without consideration effective December 4, 2009. Following the share cancellations, each of Joel Bellenson and Dexster Smith held nil shares in our company. 3
OPTION TERMINATION AGREEMENTS On December 14, 2009, Mr. Bellenson and Mr. Smith, both former directors and officers of our company, entered into Option Termination Agreements with our company, whereby the 400,000 options held by each person were immediately cancelled. RELEASE WITH FORMER DIRECTORS AND MANAGEMENT On December 14, 2009, our company executed a mutual release with each of Mr. Bellenson and Mr. Smith, whereby each party agreed to release the other for all claims each party may have against the other. SUBSIDIARY On February 15, 2011, we sold our wholly owned Canadian subsidiary, Upstream Biosciences, Inc., to an arms length party, for consideration of $1. REVERSE STOCK SPLIT On December 4, 2012, we effected a 1-for-35 reverse stock split of our authorized and issued and outstanding common stock. All references to our common stock within this document contemplate the reverse stock split retroactively. OUR BUSINESS Our business strategy is to generate revenues through licensing our technologies or collaborating with third parties in the disease susceptibility, biomarkers identification, and drug response areas of cancer, primarily to companies that develop and/or market developing diagnostic products. On June 27, 2008, we re-filed a provisional patent application on genetic markers that, following successful development and testing, may assist in determining the susceptibility of patients to liver cancer. These markers may also be important for determining the susceptibility of patients to other types of cancer, such as prostate or other cancers. On June 27, 2008, we re-filed a provisional patent application on an assay for identifying genetic markers that may predict a patient's response to a drug entitled "In-Vivo Assay, Database and Software Algorithm for using Liver Enzyme CIS-Regulatory Allelic Binding Affinities to Profile and Predict a Haplotype's Drug Response". On August 13, 2008, we re-filed the three provisional patents that related to genetic biomarkers for prostate, ovarian and thyroid cancer susceptibility. On July 22, 2010, we re-filed the five above noted provisional patents along with provisional patents for "Three-Dimensional Genetic-Variant QSAR Methods" and "Anti-Parasitic Compounds and Methods for Selection Thereof." On July 21, 2011, we re-filed the four provisional patents (three susceptibility gene biomarkers for liver, ovarian and thyroid cancers and the prostate cancer prognosis gene biomarker. The other 3 provisional patents held by the Company lapsed as these assets were not getting any interest in discussions with potential collaborators or licensees/acquirers. On June 28, 2012, we re-filed the four provisional patents (three susceptibility gene biomarkers for liver, ovarian and thyroid cancers and the prostate cancer prognosis gene biomarker. OTHER BUSINESS OPPORTUNITIES Simultaneously with our genetic diagnostic business, we are seeking new acquisitions and/or business opportunities with established business entities for the merger of a business with our company. In certain instances, a business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. We are not currently in negotiations with any parties to enter into a business opportunity and there can be no assurance that we will be able to enter into any agreement. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. 4
Management of our company believes that there are perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market. We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. As of the date hereof, management has not entered into any formal written agreements for a business combination or opportunity and there is no guarantee that we will be able to enter into such an agreement. COMPETITION The biotechnology industry is highly competitive. Numerous entities in the United States and elsewhere compete with our efforts to commercialize our technologies. Our competitors include pharmaceutical, biomedical, biotechnology and diagnostic companies, academic and research institutions and governmental and other publicly and privately funded research agencies. We face, and expect to continue to face, competition from these entities to the extent that they develop products that have a function similar or identical to the function of our technologies. We also face, and expect to continue to face, competition from entities that seek to discover therapeutic and diagnostic products. Because many of our competitors have substantially greater capital resources and more experience in research and development, manufacturing and marketing than we do, we may not succeed in developing our proposed products and bringing them to market in a cost-effective and timely manner. We are a development stage company. We have not yet completed the development of our first product and have no revenue from operations. As a result, we may have difficulty competing with larger, established biomedical companies and organizations. Within the global genetic biomarker industry, examples of publicly traded companies include: Compugen, Ltd., Epigenomics AG, Myriad Genetics, Inc. and Diagnocure Inc. These companies and organizations have much greater financial, technical, research, marketing, sales, distribution, service and other resources than us. Moreover, they may offer broader product lines, services and have greater name recognition than we do, and may offer discounts as a competitive tactic. As we are currently seeking other business opportunities, we compete with other companies for both the acquisition of prospective properties and businesses and the financing necessary to develop such properties or businesses. We conduct our business in an environment that is highly competitive and unpredictable. In seeking out prospective properties and other businesses, we have encountered intense competition in all aspects of our proposed business as we compete directly with other development stage companies as well as established international companies. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the acquisition of prospective properties and on the exploration and development of such properties or the acquisition of other businesses. INTELLECTUAL PROPERTY PATENT APPLICATIONS Our company has re-filed four original provisional patent applications. Our company re-files provisional patents with the US Patent and Trademark Office on an annual basis, prior to completing an initial patent filing as part of our 5
overall intellectual property strategy. We have identified and filed provisional patent applications on genetic markers that, following successful development and testing, may assist in determining the susceptibility of patients to liver cancer, prostate cancer, ovarian cancer, and thyroid cancer.The validity and breadth of claims in medical technology patents involve complex legal and factual questions and, therefore, may be highly uncertain. No assurance can be given that any patents based on pending patent applications or any future patent applications by us, or any future licensors, will be issued, that the scope of any patent protection will exclude competitors or provide competitive advantages to us, that any of the provisional patent applications that have been or may be issued to us or our licensors will be held valid if subsequently challenged or that others will not claim rights in or ownership of the provisional patent applications and other proprietary rights held or licensed by us. Furthermore, there can be no assurance that others have not developed or will not develop similar products, duplicate any of our technology or design around any patents that may be issued to us or our licensors. Since provisional patent applications in the United States are maintained in secrecy until patents are issued, we also cannot be certain that others have not or will not file prior applications for inventions covered by our, and our licensors' pending patent applications, nor can we be certain that we will not infringe any patents that may be issued to others on such applications. We have not conducted freedom of use patent searches and no assurance can be given that patents do not exist or could not be filed which would have an adverse affect on our ability to market our technology or maintain our competitive position with respect to our technology. If our technologies or subject matter are claimed under other existing United States or foreign patents or are otherwise protected by third party proprietary rights, we may be subject to infringement actions. In such event, we may challenge the validity of such patents or other proprietary rights or we may be required to obtain licenses from such companies in order to develop, manufacture or market our technology. There can be no assurances that we will be able to obtain such licenses or that such licenses, if available, may be obtained on commercially reasonable terms. Furthermore, the failure to either develop a commercially viable alternative or obtain such licenses may result in delays in marketing our proposed technology or the inability to proceed with the development, manufacture or sale of products requiring such licenses, which may have a material adverse affect on our business, financial condition and results of operations. If we are required to defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease our development and commercialization of our technology. DOMAIN NAMES We own the registered internet domain name: www.upstreambio.us. The information contained on our website does not form part of this annual report. GENERAL We also rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We intend to require all future employees, consultants, contractors, manufacturers, outside scientific collaborators and sponsored researchers, directors on our board, technical review board and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements will provide that all confidential information developed or made known to the individual during the course of the individual's relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. We intend to require signed confidentiality or material transfer agreements from any company that receives confidential information from our company. We intend to ensure that, in the case of employees, consultants and contractors, any agreements that our company enters into with such persons will generally provide that all inventions conceived by the person while rendering services to us shall be assigned to us as the exclusive property of our company. We can offer no assurance, however, that all persons who we seek to sign such agreements will sign, or if they do, that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors. GOVERNMENT REGULATION The products and technologies that would be developed from our patents will require regulatory approval by governmental agencies prior to commercialization. Various federal statutes and regulations also govern or influence the testing, manufacturing, safety, labeling, storage, record keeping, and marketing of therapeutic products. The process of obtaining these approvals and the 6
subsequent compliance with applicable statutes and regulations require the expenditure of substantial time and financial resources. RESEARCH AND DEVELOPMENT Our research and development costs primarily consist of research programs related to the development of drug candidates for the treatment of certain infectious diseases and cancers. We estimate that we will not have any research and development cash expenditures for the next twelve months. Our company incurred no research and developments costs in 2012 and 2011. We were focused on the restructuring of our company and did not expend funds on research and development during the past two fiscal years. EMPLOYEES We currently have one employee consisting of Charles El-Moussa, our sole director and officer. We will hire additional employees when circumstances warrant. CUSTOMERS As we are in the development stage of our business, we do not currently have any customers of our technologies. SUPPLIERS Our company is not reliant upon any suppliers for the research and development of our technologies. ITEM 1A. RISK FACTORS RISKS RELATED TO OUR BUSINESS WE HAVE HAD NEGATIVE CASH FLOWS FROM OPERATIONS SINCE INCEPTION. WE WILL REQUIRE SIGNIFICANT ADDITIONAL FINANCING, THE AVAILABILITY OF WHICH CANNOT BE ASSURED, AND IF OUR COMPANY IS UNABLE TO OBTAIN SUCH FINANCING, OUR BUSINESS MAY FAIL. To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. Our ability to develop and, if warranted, commercialize our technologies, will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to pay our existing and accrued liabilities, and support our planned growth and carry out our business plan. In light of the current financial crises, financing for companies such as ours is very difficult to obtain. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. Without additional funds, we may not be able to pay our employees or contracts to provide services, and these same employees or service providers may have to either accept accruals or common shares, or a combination of both, for compensation. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to continue operations may be negatively affected. WE HAVE A HISTORY OF LOSSES AND NOMINAL OPERATING RESULTS, WHICH RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. Since inception through the fiscal year ended September 30, 2012, we have incurred aggregate net losses of $7,109,971. We can offer no assurance that we will operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the level of competition and general economic conditions. 7
Our company's operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis. Due to the nature of our business and the early stage of our development, our securities must be considered highly speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the successful commercialization or licensing of our core technology, which itself is subject to numerous risk factors as set forth herein or the acquisition of another business. We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our technology gains market acceptance sufficient to generate a sustainable level of income from the commercialization or licensing of our technology. Our history of losses and nominal operating results raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph in our company's independent registered public accounting firm's audit report dated December 31, 2012 which is included in our annual report on Form 10-K. THE WORLDWIDE MACROECONOMIC DOWNTURN MAY REDUCE THE ABILITY OF OUR COMPANY TO OBTAIN THE FINANCING NECESSARY TO CONTINUE OUR BUSINESS AND MAY REDUCE THE NUMBER OF VIABLE BUSINESSES THAT WE MAY WISH TO ACQUIRE. Since 2010, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, volatile but generally declining energy costs, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these macroeconomic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in decreased business opportunities as potential target companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations and to consummate a business opportunity with a viable business. WE HAVE IDENTIFIED MATERIAL WEAKNESSES RELATED TO OUR INTERNAL CONTROL OVER FINANCIAL REPORTING AND CONCLUDED THAT OUR INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES WERE INEFFECTIVE AS OF SEPTEMBER 30, 2012. THESE MATERIAL WEAKNESSES REMAIN UNREMEDIED, WHICH COULD CONTINUE TO IMPACT OUR ABILITY TO REPORT RESULTS OF OPERATIONS AND FINANCIAL CONDITION ACCURATELY AND IN A TIMELY MANNER. We have identified a number of material weaknesses in our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as at September 30, 2012 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related SEC rules and concluded that our internal control over financial reporting and disclosure controls and procedures were ineffective. In connection with the preparation of our quarterly report for the period ended June 30, 2009, we determined that an accrual error with respect to the management compensation of one of our senior officers had been made in our financial statements in prior periods and we determined that our disclosure controls and procedures were not effective as at September 30, 2012. We have concluded that four material weaknesses existed as at September 30, 2012 which are set out in Item 9A under the heading "Controls and Procedures". Although we intend to remediate such material weaknesses as set out in Item 9A, we have not yet been able to address these material weaknesses and they may continue to remain unremedied for some time, which could adversely impact the accuracy and timeliness of future reports and filings we make to the SEC and could have a material adverse effect on our business, results of operations, financial condition and liquidity. WE CURRENTLY HOLD NO PATENTS ON OUR PROPRIETARY TECHNOLOGY AND IF WE ARE NOT ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, OUR COMPANY WILL SUFFER A MATERIAL ADVERSE EFFECT. We currently have provisional patent applications filed on our technologies. We currently rely on the provisional patent applications and trade secrets to protect our proprietary intellectual property. While we believe that we have adequately protected our proprietary technology, and we intend to take all appropriate and reasonable legal measures to protect it in the future, the use of our technology by a competitor could have a material adverse effect on our business, financial condition and results of operations. Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary 8
technology and operate without infringing upon the rights of others. We may not be able to successfully protect our proprietary technology, and our proprietary technology may otherwise become known or similar technology may be independently developed by competitors. Competitors may discover novel uses, develop similar or more marketable technologies or offer services similar to our company at lower prices. We cannot predict whether our technologies and services will compete successfully with the technologies and services of existing or emerging competitors. WE MAY LOSE OUR COMPETITIVENESS IF WE ARE NOT ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS AGAINST INFRINGEMENT, AND ANY RELATED LITIGATION MAY BE TIME-CONSUMING AND COSTLY. Our success and ability to compete depends to a significant degree on our proprietary technology. If any of our competitors copy or otherwise gain access to our proprietary technology or develop similar technologies independently, we may not be able to compete as effectively. The measures we have implemented to protect our proprietary technology and other intellectual property rights are currently based upon a combination of provisional patent applications, technology licenses and trade secrets. This, however, may not be adequate to prevent the unauthorized use of our proprietary technology and our other intellectual property rights. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, may result in substantial costs and a diversion of our company's resources. In addition, notwithstanding our rights to our intellectual property, other persons may bring claims against us alleging that we have infringed on their intellectual property rights or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our business or require us to make changes to our technology. IF OUR PROVISIONAL PATENT APPLICATIONS AND PROPRIETARY RIGHTS DO NOT PROVIDE SUBSTANTIAL PROTECTION, THEN OUR BUSINESS AND COMPETITIVE POSITION WILL SUFFER. Our success depends in large part on our, and any of our potential collaborators, ability to develop, commercialize and protect our proprietary technology. However, patents may not be granted on any of our provisional or future patent applications. Also, the scope of any future patent may not be sufficiently broad to offer meaningful protection. In addition, any patents granted to us in the future may be successfully challenged, invalidated or circumvented so that such patent rights may not create an effective competitive barrier. OUR COMPANY MAY BECOME SUBJECT TO INTELLECTUAL PROPERTY LITIGATION WHICH MAY HARM OUR BUSINESS. Our success depends in part on our ability to develop commercially viable products without infringing the proprietary rights of others. Although we have not been subject to any filed infringement claims, other patents could exist or could be filed which may prohibit or limit our ability to market our products or maintain a competitive position. In the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation may divert management's attention from developing our technology and may force us to incur substantial costs regardless of whether we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to curtail or cease the development and commercialization of our technology. WE HAVE NOT GENERATED ANY REVENUES FROM OPERATIONS AND IF WE ARE UNABLE TO DEVELOP MARKET SHARE AND GENERATE SIGNIFICANT REVENUES FROM THE COMMERCIALIZATION OR LICENSING OF OUR TECHNOLOGY, THEN OUR BUSINESS MAY FAIL. We operate in a highly competitive industry and our failure to compete effectively and generate income through the licensing of our technology may adversely affect our ability to generate revenue. There can be no assurance that our new or existing technologies will gain market acceptance. Management is aware of similar technologies that our technology, when developed to a stage of commercialization, will compete directly against. Many of our competitors have greater financial, technical, sales and marketing resources, better name recognition and a larger customer base than ours. In addition, many of our large competitors may offer customers a broader or superior range of services and technologies. Some of our competitors may conduct more extensive promotional activities and offer lower licensing costs to customers than we do, which could allow them to gain greater market share or prevent us from establishing and increasing our market share. Increased competition in the genetic biomarker industry and the drug development industry may result in significant price competition, reduced profit margins or loss of market share, any of which may have a material adverse effect on our ability to generate revenues and successfully operate our business. Our competitors may develop technologies superior to those that our company is currently developing. In the future, we may need to decrease our prices if our competitors lower their prices. Our 9
competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. Such competition will potentially affect our chances of achieving profitability, and ultimately affect our ability to continue as a going concern. RAPID TECHNOLOGICAL CHANGES IN OUR INDUSTRY MAY RENDER OUR TECHNOLOGY NON-COMPETITIVE OR OBSOLETE AND CONSEQUENTLY AFFECT OUR ABILITY TO GENERATE FUTURE REVENUES. The genetic biomarker industry is characterized by rapidly changing technology, evolving industry standards and varying customer demand. We believe that our success will depend on our ability to generate income through the licensing of our technology. We can make no assurance that our technology will not become obsolete due to the introduction of alternative technologies. If we are unable to continue to develop and introduce new genetic biomarkers, new biotechnology drugs and drug candidates to meet technological changes and changes in market demands, our business and operating results, including our ability to generate revenues, may be adversely affected. IF WE DO NOT KEEP PACE WITH OUR COMPETITORS, TECHNOLOGICAL ADVANCEMENTS AND MARKET CHANGES, OUR TECHNOLOGY MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER. The market for our technology is very competitive, is subject to rapid technological changes and varies for different individual products. We believe that there are potentially many competitive approaches being pursued that compete with our technology, including some by private companies for which information is difficult to obtain. Many of our competitors have significantly greater resources and have developed products and processes that directly compete with our technology. Our competitors may develop, or may in the future develop, new technologies that directly compete with our technology or even render our technology obsolete. Our technology is designed to develop diagnostic products as well as treatments for certain diseases. Even if we are able to demonstrate improved or equivalent results from our technology, researchers and practitioners may not use our technology and we may suffer a competitive disadvantage. Finally, to the extent that others develop new technologies that address the targeted application for our current technology, our business will suffer. OUR BUSINESS IS SUBJECT TO COMPREHENSIVE GOVERNMENT REGULATION AND ANY CHANGE IN SUCH REGULATION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY. There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may have a negative impact on our operations. RISKS RELATED TO OUR COMMON STOCK A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR ABILITY TO CONTINUE OPERATIONS. A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations. The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock. 10
IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF OUR EXISTING SHAREHOLDERS. Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock with a $0.001 par value and 100,000,000 preferred shares with a par value of $0.001, of which 1,974,630 common shares were issued and outstanding as of September 30, 2012. Our board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our company. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SECURITIES EXCHANGE COMMISSION'S PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. FINRA'S SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission (see above for a discussion of penny stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. OUR COMMON STOCK IS ILLIQUID AND THE PRICE OF OUR COMMON STOCK MAY BE NEGATIVELY IMPACTED BY FACTORS WHICH ARE UNRELATED TO OUR OPERATIONS. Our common stock is currently quoted on the OTC QB. Trading of our stock through the OTC QB is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and 11
volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock. ITEM 2. PROPERTIES EXECUTIVE OFFICES Subsequent to the fiscal year end, our office location moved to Three Sugar Creek Center, Suite 100, Sugar Land, TX, 77478. For the past fiscal year and effective December 14, 2009, our principal offices were located at 71130, 198 - 8060 Silver Spring Blvd., Calgary, Alberta, Canada. Our sole director and officer provided this space to us free of charge. We do not own any real property. We believe this office will be adequate for the near future. ITEM 3. LEGAL PROCEEDINGS We know of no material, active, or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation where such claim or action involves damages for more than 10% of our current assets as of December 31, 2012. Additionally, there were no proceedings in which any of our company's directors, officers, or affiliates, or any registered or beneficial shareholders holding more than 5% of our voting securities, is an adverse party or has a material interest adverse to our company's interest as of December 31, 2012. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET FOR SECURITIES Our stock is listed for quotation on the OTC QB under the trading symbol "UPBS". Our common shares initially began trading on the OTC Bulletin Board on September 1, 2004 under the trading symbol "IBSO.OB". The following table sets forth, for the periods indicated, the high and low closing prices for each quarter within the last two fiscal years ended September 30, 2012 as reported by the quotation service operated by the OTC QB. All quotations for the OTC QB reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Quarter Ended High Low ------------- ---- --- September 30, 2012 $0.01 $0.01 June 30, 2012 $0.01 $0.01 March 31, 2012 $0.01 $0.01 December 31, 2011 $0.01 $0.01 September 30, 2011 $0.02 $0.00 June 30, 2011 $0.04 $0.01 March 31, 2011 $0.04 $0.01 December 31, 2010 $0.06 $0.01 On December 31, 2012, the closing price for the common stock as reported by the quotation service operated by the OTC QB was $0.60. 12
Nevada Agency and Transfer Company is the registrar and transfer agent for our common shares. Their address is 50 West Liberty, Suite 800 Reno, Nevada, 89501 Telephone: 775.322.0626, Facsimile: 775.322.5623. HOLDERS OF OUR COMMON STOCK As of December 31, 2012 there were 11registered holders of record of our common stock. As of such date, 1,974,654 common shares were issued and outstanding. DIVIDEND POLICY We have not declared or paid any cash dividends since inception. Although there are no restrictions that limit our ability to pay dividends on our common shares, we intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. EQUITY COMPENSATION PLAN INFORMATION On March 16, 2007, our board of directors approved the 2007 Stock Option Plan. Under the terms of the 2007 Stock Option Plan, options to purchase up to 142,857 shares of our common stock may be granted to our officers, directors, employees and permitted consultants of our company. As of September 30, 2012, all options granted have expired. RECENT SALES OF UNREGISTERED SECURITIES The following sets forth certain information concerning securities which were sold or issued by us during the last fiscal year ended September 30, 2012 without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements. None. ITEM 6. SELECTED FINANCIAL DATA Not Applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report. Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. PLAN OF OPERATIONS AND CASH REQUIREMENTS OVER THE NEXT 12 MONTHS Without adequate funding, it is management's intention to halt current research and development efforts associated with our biomarker program and wait until sufficient financial resources exist before spending additional and significant funds for the commercialization of our biomarker program. However, we will continue to evaluate and determine the most cost effective use of available funds for all future research and development programs, including diagnostic biomarkers, biomarkers for a drug response assay and drug development efforts. There is no assurance that our research and development programs will produce commercially viable products or treatments, and a great deal of additional research and development will be required before a final evaluation of the economic feasibility of our technologies can be determined. 13
We are also currently seeking new acquisitions and/or business opportunities with established business entities for the merger of a target business with our company including businesses not having a resource focus. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. There can be no assurance that we will be able to enter into any agreements. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. ANTICIPATED CASH REQUIREMENTS Over the next 12 months, we have estimated our minimum cash requirements to be as follows: ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD Cash Operating Expenses Employee and consultant compensation $15,000 Professional fees $25,000 General and administrative expenses $30,000 Corporate communications $10,000 ------- Total $80,000 ======= For the 12 months ended September 30, 2012, we recorded a net operating loss of $1,763 and have an accumulated deficit of $7,207,671 since inception. As at September 30, 2012, we had a working capital deficit of $26,764 and for the next 12 months, management estimates minimum cash requirements of $80,000 to fund on-going operations and planned research and development programs. Accordingly, we do not have sufficient funds to meet our plan of operation over the next 12 months and will need to obtain further financing through issuance of shares, debentures or convertible debentures. We will also endeavor to access available funding from research and development grants or loans from various public and private research granting agencies. Moreover, all cash operating expenses will be carefully monitored to ensure we can meet our obligations as they come due. Due to the current financial crisis, there can be no assurance that additional financing will be available when needed or, if available, on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we may not be able to meet our obligations as they come due and may be forced to scale down or perhaps even cease business operations. LIQUIDITY AND CAPITAL RESOURCES Our financial position as at September 30, 2012 and September 30, 2011 and the changes for the years then ended are as follows: WORKING CAPITAL As at As at September 30, September 30, 2012 2011 ---------- ---------- Current Assets $ 7,812 $ 12,998 Current Liabilities $ 34,576 $ 71,513 Working Capital (Deficiency) $ (26,764) $ (58,515) Working capital deficiency has increased by $31,751 from the year ended September 30, 2011 to September 30, 2012 as a result of our company negotiating the forgiveness of certain payables. 14
CASH FLOWS Year Ended Year Ended September 30, September 30, 2012 2011 ---------- ---------- Net cash (used in) Operating Activities $ (16,804) $ (52,996) Net cash from (used in) Investing Activities $ 0 $ 1 Net cash provided by Financing Activities $ 10,000 $ 35,000 Effect of exchange rate changes $ (1,486) $ (555) Increase (Decrease) in Cash during the Year $ (8,290) $ (18,550) Cash, Beginning of Year $ 12,602 $ 31,152 Cash, End of Year $ 4,312 $ 12,602 During the years ended September 30, 2012 and 2011: i) Our net cash used in operating activities decreased by $36,192 primarily due to our company ( negotiating the forgiveness of certain debt. (ii) Our net cash from investing activities did not incur significant change from the previous year. (iii) Our net cash from financing activities was $10,000 in 2012 and $35,000 in 2011. RESULTS OF OPERATIONS FOR YEAR ENDING SEPTEMBER 30, 2012 The following summary should be read in conjunction with our audited financial statements for the years ended September 30, 2012 and 2011 included herein. Year Ended Year Ended September 30, September 30, 2012 2011 ---------- ---------- Revenue $ Nil $ Nil Expenses Amortization -- 175 License fees and royalties -- 9,375 Loss (gain) of foreign exchange 91 -- Professional fees 27,787 31,812 General and administration 8,007 13,761 Interest (income) expense - net -- 2,535 Total expenses 35,885 57,658 Other income (34,112) -- Sale of subsidiary -- 126,515 Net Income (Loss) $ (1,763) $ 68,857 REVENUE We are a development stage company and have not generated any revenues from our technologies since inception. We anticipate significant additional time and financing will be required before our technologies are developed to a marketable state. 15
EXPENSES Our total expenses for the year ended September 30, 2012 were $35,885 compared to $57,658 in 2011. This net decrease of $21,773 was primarily due to the following: * $4,025 decrease in professional fees due to the Company requiring less legal guidance during the year; * $5,754 decrease in general and administration due to a cash conservation strategy adopted by our management during the fiscal year. * $9,375 decrease in license fees and royalties expenses due to our selling of our subsidiary part way through fiscal 2011. * $2,535 decrease in interest expense. GOING CONCERN The audited financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception, has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon: (i) the continued financial support from our shareholders; (ii) the ability of our company to continue raising necessary equity financing to achieve its operating objectives; and (iii) the eventual attainment of profitable operations. Our independent auditors included an explanatory paragraph in their annual report on our financial statements for the year ended September 30, 2012 regarding concerns about our ability to continue as a going concern. In addition, our financial statements contain further note disclosures in this regard. The continuation of our business plan is dependent upon our ability to continue raising sufficient new capital from equity or debt markets in order to fund our on-going operating losses and oil and gas acquisition and exploration activities. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. APPLICATION OF CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures of our company. Although these estimates are based on management's knowledge of current events and actions that our company may undertake in the future, actual results may differ from such estimates. BASIS OF PRESENTATION AND CONSOLIDATION These consolidated financial statements and related notes are presented in accordance with United States generally accepted accounting principles ("US GAAP") and are expressed in US dollars. The Company is in the development stage and has not realized significant revenues from its business plan to date. These financial statements include the accounts of the Company and its wholly-owned Canadian subsidiaries, Upstream Biosciences, Inc. ("Upstream Canada") up to the date of its sale on February 15, 2011 (Note 4) and Pacific Pharma Technologies Inc. ("PPT"). All inter-company transactions and account balances have been eliminated on consolidation. The Company acquired Upstream Canada on February 24, 2006. This transaction was accounted for as a recapitalization transaction, similar to a reverse acquisition accounting, with Upstream Canada being treated as the accounting parent (legal subsidiary) and the Company being treated as the accounting subsidiary (legal parent). Accordingly, the consolidated results of operations of the Company include those of Upstream Canada for the period from its inception on June 14, 2004 to the date of its sale on February 15, 2011 and those of the Company since the date of the reverse acquisition, February 24, 2006. 16
EQUIPMENT Equipment is valued at cost less accumulated amortization. Amortization is recorded using the straight-line method over four years and maintenance and repairs are expensed as incurred. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company's estimates. To the extent there are material differences, future results may be affected. Estimates used in preparing these financial statements include the fair value of share-based payments, deferred income taxes, financial instruments and assumptions relating to going concern. SHARE-BASED COMPENSATION The Company accounts for share-based compensation using the fair value method and related compensation expense is recognized over the period of benefit when the service is rendered. FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash, other receivables, accounts payable and amounts due to related parties. The carrying amounts of these financial instruments at September 30, 2012 and 2011 approximate their fair values due to their short term nature. FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION The functional currency of the Company is the Canadian dollar. The financial statements are translated into United States dollars using period-end rates of exchange for assets and liabilities, and period average rates of exchange for revenues and expenses. Foreign currency gains (losses) arising from translation are included in other comprehensive income (loss) which is disclosed as a separate component of shareholders' deficit. The Company has not entered into any derivative instruments to offset the impact of foreign currency fluctuations. RESEARCH AND DEVELOPMENT These costs are expensed when incurred and consist primarily of direct material and personnel costs, contract services and indirect costs. The Company has received government assistance in the past and may receive same in the future regarding its research and development activities. When the work is performed that qualifies for such grants, the related assistance amount is credited to research and development expense. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statements and the tax basis of assets and liabilities, and net operating loss carry forwards based on using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the year that includes the enactment date. Deferred tax assets are only recognized to the extent that it is considered more likely than not that the assets will be realized. At September 30, 2011 and 2010, a valuation allowance for the full amount of the deferred tax assets was recorded. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing the net loss by the weighted average number of outstanding common shares during the year. Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the year, including convertible debt, stock options and share purchase warrants, using the treasury stock method. The computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on loss per share. 17
RECENT ACCOUNTING PRONOUNCEMENTS We do not believe that any recently issued, but not yet effective accounting standards if currently adopted, will have a material effect on our financial statements. OFF-BALANCE SHEET ARRANGEMENTS We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholder of Upstream Biosciences, Inc. (A development stage company) Reno, Nevada We have audited the accompanying consolidated balance sheet of Upstream Biosciences, Inc., a development stage company, (the "Company") as of September 30, 2012, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the fiscal year then ended, and for the period from June 14, 2004 (inception) through September 30, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The Company's consolidated financial statements as of September 30, 2011, for the fiscal year then ended and for the period from June 14, 2004 (inception) through September 30, 2011 was audited by other auditors whose report dated January 12, 2012, on those statements included an explanatory paragraph that described a going concern uncertainty due to the fact that the Company had an accumulated deficit at September 30, 2012, and had a net loss and net cash used in operating activities for the fiscal year then ended, discussed in Note 3 to the consolidated financial statements. The other auditors' reports have been furnished to us, and our opinion, insofar as it relates to amounts included for such prior periods, is based solely on the reports of such other auditors. 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 audits to obtain reasonable assurance about whether the consolidated 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2012, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the fiscal year then ended, and for the period from June 14, 2004 (inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had a deficit accumulated during the development stage at September 30, 2012 and had a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Li and Company, PC ------------------------------ Li and Company, PC Skillman, New Jersey December 31, 2012 19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Upstream Biosciences, Inc. We have audited the accompanying consolidated balance sheet of Upstream Biosciences, Inc. (a development stage company) as of September 30, 2011and the related consolidated statements of operations, cash flows and stockholders' deficit for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. 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 an audit to obtain reasonable assurance 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Upstream Biosciences, Inc. as at September 30, 2011 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Dale Matheson Carr-hilton Labonte LLP --------------------------------------------- DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS Vancouver, Canada January 12, 2012 20
Upstream Biosciences, Inc. (A Development Stage Company) Consolidated Balance Sheets September 30, September 30, 2012 2011 ------------ ------------ ASSETS CURRENT ASSETS: Cash $ 4,312 $ 12,602 Prepaid expenses 3,500 396 ------------ ------------ Total Current Assets 7,812 12,998 ------------ ------------ Total Assets $ 7,812 $ 12,998 ============ ============ LIABILITIES AND STOCKHOLDER'S DEFICIT CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 24,576 $ 36,513 Advances from related parties 10,000 35,000 ------------ ------------ Total Current Liabilities 34,576 71,513 ------------ ------------ STOCKHOLDER'S DEFICIT: Preferred stock: $0.001 par value; 100,000,000 shares authorized; none issued or outstanding -- -- Common stock: $0.001 par value; 100,000,000 shares authorized; 1,974,630 and 974,630 shares issued and outstanding, respectively 1,975 975 Additional paid-in capital 7,190,770 7,156,770 Deficit accumulated during the development stage (7,207,671) (7,205,908) Accumulated other comprehensive income (loss): Foreign currency translation gain (loss) (11,838) (10,352) ------------ ------------ Total Stockholder's Deficit (26,764) (58,515) ------------ ------------ Total Liabilities and Stockholder's Deficit $ 7,812 $ 12,998 ============ ============ See accompanying notes to the consolidated financial statements. 21
Upstream Biosciences, Inc. (A Development Stage Company) Consolidated Statements of Operations For the Period from June 14, 2004 For the Fiscal For the Fiscal (inception) Year Ended Year Ended through September 30, September 30, September 30, 2012 2011 2012 ------------ ------------ ------------ Revenues $ -- $ -- $ 67,600 ------------ ------------ ------------ Operating expenses: Amortization -- 175 133,600 Consulting fees -- -- 12,598 Investor and corporate communications -- -- 258,349 License fees and royalties -- 9,375 114,384 Management compensation -- -- 1,526,086 Research and development -- -- 1,421,530 Stock-based compensation -- -- 2,090,632 Loss on foreign exchange translations 91 -- 15,544 Professional fees 27,787 31,812 650,462 General and administrative expenses 8,007 13,761 495,564 ------------ ------------ ------------ Total operating expenses 35,885 55,123 6,718,749 ------------ ------------ ------------ Loss from operations (35,885) (55,123) (6,651,149) Other (income) expense: Asset impairment loss -- -- 59,010 Compensation shares -- -- 25,000 Interest and finance charges -- 2,535 598,965 Interest income -- -- (84,671) Loss on sale of intellectual property -- -- 78,570 (Gain) loss on sale of subsidiary -- (126,515) (126,515) Other (income) expense (34,122) -- (34,122) ------------ ------------ ------------ Total other (income) expense (34,122) (123,980) 516,237 Income (loss) before income tax provision (1,763) 68,857 (7,167,386) Income tax provision -- -- 57,415 ------------ ------------ ------------ Net income (loss) $ (1,763) $ 68,857 $ (7,109,971) ============ ============ ============ Net income (loss) per common share: - Basic and diluted $ (0.00) $ 0.07 ============ ============ Weighted average common shares outstanding: - Basic and diluted 1,163,130 974,630 ============ ============ See accompanying notes to the consolidated financial statements. 22
Upstream Biosciences, Inc. (A Development Stage Company) Consolidated Statement of Stockholders' Equity (Deficit) For the Period from June 14, 2004 (Inception) Through September 30, 2012 Common Stock, $0.001 Par Value ---------------------- Additional Obligation Number of Paid-in to Issue Shares Amount Capital Shares ------ ------ ------- ------ Balance, June 14, 2004 (Inception) 1,694,286 $ 1,694 $ 47,306 $ -- Forward stock split 847,143 847 (847) Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, December 31, 2005 2,541,429 2,541 46,459 -- Shares issued to former shareholders of Upstream Canada 685,714 686 23,314 Shares cancelled on acquisition (1,961,429) (1,961) (66,689) Recapitalization adjustment (4,005) Issuance of common stock to consultant at $1.20 per share 14,286 14 599,986 Amortization of fair value of stock options granted 100,150 Fair value of detachable warrants 360,964 Embedded beneficial conversion feature 268,108 Common stock issued for future services 500 -- 17,768 Less amount expensed Issuance of stock for BCCA license fee 845 1 17,746 Partial forfeiture of convertible debenture 141,844 Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, September 30, 2006 1,281,345 1,281 1,505,645 -- Amortization of fair value of stock options granted 771,809 Amortization of stock issued for operating expenses Common stock issued for future services 1,381 1 34,721 Less amount expensed Common stock issued for cash at $1.50 per share 38,095 38 1,999,962 Cash payment for unsuccesful due diligence (5,000) (5,000) Convertible debentures converted to common stock 22,857 23 799,977 Interest on convertible debt converted to common stock 1,542 2 53,971 Common stock issued for acquisition of PPT 14,857 15 244,385 Common stock issued as performance based escrow shares 6,429 7 105,743 Obligation to issue shares under contract 4,842 Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, September 30, 2007 1,366,506 1,367 5,511,213 4,842 Accumulated Deficit Other Accumulated Total Comprehensive During the Stockholders' Deferred Income Development Equity Compensation (Loss) Stage (Deficit) ------------ ------ ----- --------- Balance, June 14, 2004 (Inception) $ -- $ -- $ (77,105) $ (28,105) Forward stock split -- Comprehensive income (loss) Foreign exchange translation adjustment (3,472) (3,472) Net loss (50,205) (50,205) --------- -------- ----------- ----------- Balance, December 31, 2005 -- (3,472) (127,310) (81,782) Shares issued to former shareholders of Upstream Canada 24,000 Shares cancelled on acquisition (68,650) Recapitalization adjustment (49,045) (53,050) Issuance of common stock to consultant at $1.20 per share 600,000 Amortization of fair value of stock options granted 100,150 Fair value of detachable warrants 360,964 Embedded beneficial conversion feature 268,108 Common stock issued for future services (17,768) -- Less amount expensed 14,986 14,986 Issuance of stock for BCCA license fee 17,747 Partial forfeiture of convertible debenture 141,844 Comprehensive income (loss) Foreign exchange translation adjustment (5,707) (5,707) Net loss (1,843,529) (1,843,529) --------- -------- ----------- ----------- Balance, September 30, 2006 (2,782) (9,179) (2,019,884) (524,919) Amortization of fair value of stock options granted 771,809 Amortization of stock issued for operating expenses 2,782 2,782 Common stock issued for future services (34,722) -- Less amount expensed 31,600 31,600 Common stock issued for cash at $1.50 per share 2,000,000 Cash payment for unsuccesful due diligence Convertible debentures converted to common stock 800,000 Interest on convertible debt converted to common stock 53,973 Common stock issued for acquisition of PPT 244,400 Common stock issued as performance based escrow shares (105,750) -- Obligation to issue shares under contract 4,842 Comprehensive income (loss) Foreign exchange translation adjustment 36,035 36,035 Net loss (1,796,981) (1,796,981) --------- -------- ----------- ----------- Balance, September 30, 2007 (108,872) 26,856 (3,816,865) 1,618,541 23
Common Stock, $0.001 Par Value ---------------------- Additional Obligation Number of Paid-in to Issue Shares Amount Capital Shares ------ ------ ------- ------ Amortization of fair value of stock options granted 424,128 Amortization of stock issued for operating expenses Common stock issued for future services ending January 31, 2008 at $0.30 per share 2,377 2 24,953 (4,842) Common stock issued for amended and restated contract at $0.25 per share 11,525 12 100,836 Common stock issued for future services ending January 31, 2008 at $0.30 per share 6,106 6 47,049 Common stock issued for achieving Malaria milestone at $0.3624 per share 26,429 26 335,194 Release of 75,000 shares from escrow Obligation to issue shares under contract 14,391 Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, September 30, 2008 1,412,943 1,413 6,443,373 14,391 Amortization of fair value of stock options granted 194,545 Forgiveness of related party debt 300,000 Obligation to issue shares under contract 85,346 Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, September 30, 2009 1,412,943 1,413 6,937,918 99,737 Forgiveness of related party debt 271,984 Issuance of common stock per agreement 28,571 29 24,971 Common stock returned to treasury (466,884) (467) 467 Forgiveness of obligation to issue shares under contract (99,737) Forgiveness of deferred compensation due to cancellation of escrow shares (78,570) Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, September 30, 2010 974,630 975 7,156,770 -- Comprehensive income (loss) Foreign exchange translation adjustment Net income ----------- ------- ---------- -------- Balance, September 30, 2011 974,630 975 7,156,770 -- Share issued for cash 1,000,000 1,000 34,000 Comprehensive income (loss) Foreign exchange translation adjustment Net loss ----------- ------- ---------- -------- Balance, September 30, 2012 1,974,630 $ 1,975 $7,190,770 $ -- =========== ======= ========== ======== Accumulated Deficit Other Accumulated Total Comprehensive During the Stockholders' Deferred Income Development Equity Compensation (Loss) Stage (Deficit) ------------ ------ ----- --------- Amortization of fair value of stock options granted 424,128 Amortization of stock issued for operating expenses 3,122 3,122 Common stock issued for future services ending January 31, 2008 at $0.30 per share 20,113 Common stock issued for amended and restated contract at $0.25 per share 100,848 Common stock issued for future services ending January 31, 2008 at $0.30 per share 47,055 Common stock issued for achieving Malaria milestone at $0.3624 per share 335,220 Release of 75,000 shares from escrow 27,180 27,180 Obligation to issue shares under contract 14,391 Comprehensive income (loss) Foreign exchange translation adjustment (7,657) (7,657) Net loss (2,034,502) (2,034,502) --------- -------- ----------- ----------- Balance, September 30, 2008 (78,570) 19,199 (5,851,367) 548,439 Amortization of fair value of stock options granted 194,545 Forgiveness of related party debt 300,000 Obligation to issue shares under contract 85,346 Comprehensive income (loss) Foreign exchange translation adjustment (29,237) (29,237) Net loss (1,099,854) (1,099,854) --------- -------- ----------- ----------- Balance, September 30, 2009 (78,570) (10,038) (6,951,221) (761) Forgiveness of related party debt 271,984 Issuance of common stock per agreement 25,000 Common stock returned to treasury -- Forgiveness of obligation to issue shares under contract (99,737) Forgiveness of deferred compensation due to cancellation of escrow shares 78,570 -- Comprehensive income (loss) Foreign exchange translation adjustment (16,015) (16,015) Net loss (323,544) (323,544) --------- -------- ----------- ----------- Balance, September 30, 2010 -- (26,053) (7,274,765) (143,073) Comprehensive income (loss) Foreign exchange translation adjustment 15,701 15,701 Net income 68,857 68,857 --------- -------- ----------- ----------- Balance, September 30, 2011 -- (10,352) (7,205,908) (58,515) Share issued for cash 35,000 Comprehensive income (loss) Foreign exchange translation adjustment (1,486) (1,486) Net loss (1,763) (1,763) --------- -------- ----------- ----------- Balance, September 30, 2012 $ -- $(11,838) $(7,207,671) $ (26,764) ========= ======== =========== =========== See accompanying notes to the consolidated financial statements. 24
Upstream Biosciences, Inc. (A Development Stage Company) Consolidated Statements of Cash Flows For the Period from June 14, 2004 For the Fiscal For the Fiscal (inception) Year Ended Year Ended through September 30, September 30, September 30, 2012 2011 2012 ------------ ------------ ------------ Cash flows from operating activities: Net income (loss) $ (1,763) $ 68,857 $ (7,109,971) Adjustments to reconcile net income (loss) to net cash used in operating activities: Amortization -- 175 133,600 Accretion of convertible debenture -- -- 302,808 Shares issued or to be issued for services -- -- 1,487,236 Stock-based compensation -- -- 1,658,590 Compensation shares -- -- 25,000 Deferred income tax -- -- (57,415) Asset impairment -- -- 59,010 Gain on sale of subsidiary -- (126,515) (126,515) Loss from sale of intellectual property -- -- 78,570 Changes in operating assets and liabilities: Prepaid expenses (3,104) (396) (6,281) Other receivables -- -- (10,259) Accounts payable and accrued liabilities (11,937) 4,883 255,983 Due to related parties -- -- 271,984 ------------ ------------ ------------ Net cash used in operating activities (16,804) (52,996) (3,037,660) ------------ ------------ ------------ Cash flows from investing activities: Cash paid for acquisition of PPT shares -- -- (51,507) Proceeds from the sale of subsidiary -- 1 1 Purchase of equipment -- -- (22,764) ------------ ------------ ------------ Net cash provided by (used in) investing activities -- 1 (74,270) ------------ ------------ ------------ Cash flows from financing activities: Proceeds from issuance of convertible debentures -- 1,000,000 Proceeds from issuance of common shares, net 35,000 -- 2,030,345 Advances from (repayment made to) related party (25,000) 35,000 88,487 ------------ ------------ ------------ Net cash provided by financing activities 10,000 35,000 3,118,832 ------------ ------------ ------------ Effect of exchange rate changes on cash (1,486) (555) (2,590) ------------ ------------ ------------ Net change in cash (8,290) (18,550) 4,312 Cash at beginning of period 12,602 31,152 -- ------------ ------------ ------------ Cash at end of period $ 4,312 $ 12,602 $ 4,312 ============ ============ ============ Supplemental disclosure of cash flows information: Interest paid $ -- $ -- $ -- ============ ============ ============ Income tax paid $ -- $ -- $ -- ============ ============ ============ See accompanying notes to the consolidated financial statements. 25
Upstream Biosciences, Inc. (A Development Stage Company) September 30, 2012 and 2011 Notes to the Consolidated Financial Statements NOTE 1 - ORGANIZATION AND OPERATIONS UPSTREAM BIOSCIENCES, INC. Upstream Biosciences, Inc. ("the Company") was incorporated on March 20, 2002 under the laws of the State of Nevada. The Company is engaged in developing technology relating to biomarker identification, disease susceptibility and drug response areas of cancer. UPSTREAM BIOSCIENCES, INC. THE CANADIAN SUBSIDIARY The Company acquired its wholly-owned Canadian subsidiary, Upstream Biosciences, Inc. ("Upstream Canada") on February 24, 2006. This transaction was accounted for as a recapitalization transaction, similar to a reverse acquisition accounting, with Upstream Canada being treated as the accounting parent (legal subsidiary) and the Company being treated as the accounting subsidiary (legal parent). On February 15, 2011, the Company sold Upstream Canada to a third party, for consideration of $1, realizing a gain on disposal of $126,515. PACIFIC PHARMA TECHNOLOGIES, INC. On December 14, 2009, The Company's subsidiary, Pacific Pharma Technologies, Inc. ("PPT"), a British Columbia company, entered into and closed an asset sale agreement with JTAT Consulting Inc., a company wholly-owned by Art Cherkasov. Pursuant to the terms of the agreement, Pacific Pharma sold all of the assets held by Pacific Pharma to JTAT Consulting for the payment of $1. The agreement resulted in the cancellation of the Company's obligation to issue shares with a value of $99,737, resulting in a loss on disposal of $78,570. AMENDMENT TO THE ARTICLES OF INCORPORATION Effective December 4, 2012 the Board of Directors and the majority voting stockholders adopted and approved a resolution to amend its Articles of Incorporation to effectuate a reverse split of all issued and outstanding shares of common stock, at a ratio of one-for-thirty five (1:35) (the "Stock Split"). All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). 26
PRINCIPLES OF CONSOLIDATION The Company applies the guidance of Topic 810 "CONSOLIDATION" of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries--all entities in which a parent has a controlling financial interest--shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, in which the parent's power to control exists. All inter-company balances and transactions have been eliminated. RECLASSIFICATION Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income or losses. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company recognized nominal amount of revenues, it is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. The Company's significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 27
820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses and accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of advances from stockholder, if any, due to their related party nature. FISCAL YEAR-END The Company elected September 30 as its fiscal year-end date. CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. RELATED PARTIES The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value 28
Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. COMMITMENT AND CONTINGENCIES The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. REVENUE RECOGNITION The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. 29
FOREIGN CURRENCY TRANSACTIONS The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company's reporting currency or Canadian dollar, the Company's Canadian subsidiaries' functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. The fair value of options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: * Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation. * Expected volatility of the entity's shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has 30
calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. * Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments. * Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments. The Company's policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification ("Sub-topic 505-50"). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. The fair value of option or warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: * Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder's expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder's expected exercise behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation. * Expected volatility of the entity's shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. 31
* Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments. * Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments. Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9,an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. INCOME TAX PROVISION The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the 32
position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. UNCERTAIN TAX POSITIONS The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended September 30, 2012 or 2011. FOREIGN CURRENCY TRANSLATION The Company follows Section 830-10-45 of the FASB Accounting Standards Codification ("Section 830-10-45") for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity's functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management's judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary's operations must also be considered. If a subsidiary's functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary's financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiaries' local currencies to be their respective functional currencies. The financial records of the Company's Canadian operating subsidiaries are maintained in their local currency, the Canadian Dollar ("CAD"), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) 33
resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders' equity. Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Management believes that the difference between CDA vs. U.S. dollar exchange rate quoted by the Bank of Canada and CAD vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the CAD amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from CAD into U.S. dollars has been made at the following exchange rates for the respective periods: September 30, September 30, 2012 2011 ------ ------ Balance sheets 0.9836 1.0328 Statements of operations and comprehensive income (loss) 1.0080 0.9867 Net gains and losses resulting from foreign exchange transactions, if any, are included in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). COMPREHENSIVE INCOME (LOSS) The Company has applied section 220-10-45 of the FASB Accounting Standards Codification. This statement establishes rules for the reporting of comprehensive income and its components. Comprehensive income (loss), for the Company, consists of net income (loss), and foreign currency translation adjustments and is presented in the Company's Consolidated Statements Stockholders' Equity (Deficit). NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding for the fiscal year ended September 30, 2012 or 2011. CASH FLOWS REPORTING The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. 34
SUBSEQUENT EVENTS The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS FASB ACCOUNTING STANDARDS UPDATE NO. 2011-08 In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 "INTANGIBLES--GOODWILL AND OTHER: TESTING GOODWILL FOR IMPAIRMENT" ("ASU 2011-08"). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted. FASB ACCOUNTING STANDARDS UPDATE NO. 2011-11 In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 "BALANCE SHEET: DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES" ("ASU 2011-11"). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. FASB ACCOUNTING STANDARDS UPDATE NO. 2012-02 In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 "INTANGIBLES--GOODWILL AND OTHER (TOPIC 350) TESTING INDEFINITE-LIVED INTANGIBLE ASSETS FOR IMPAIRMENT" ("ASU 2012-02"). This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled TESTING GOODWILL FOR IMPAIRMENT. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill. The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Earlier implementation is permitted. 35
OTHER RECENTLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at September 30, 2012, a net loss and net cash used in operating activities for the fiscal year then ended, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to commence operations and generate sufficient revenues, the Company's cash position may not be sufficient enough to support the Company's daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT) SHARES AUTHORIZED Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Two Hundred Million (200,000,000) shares of which One Hundred Million (100,000,000) shares shall be Preferred Stock, par value $0.001 per share, and One Hundred Million (100,000,000) shares shall be Common Stock, par value $0.001 per share. Effective December 4, 2012, the Board of Directors and the majority voting stockholders adopted and approved a resolution to amend its Articles of Incorporation to effectuate a reverse split of all issued and outstanding shares of common stock, at a ratio of one-for-thirty five (1:35) (the "Stock Split"). All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split. COMMON STOCK On July 23, 2012, the Company issued 1,000,000 shares of common stock, at $0.035 per share for gross proceeds of $35,000. NOTE 5 - RELATED PARTY TRANSACTIONS MANAGEMENT SERVICES For the fiscal year ended September 30, 2011, the Company incurred expenses of $7,421 (2010 - $72,245) to management, directors, or companies controlled by directors. 36
ADVANCES FROM SOLE DIRECTOR AND OFFICER From time to time, the sole director and officer of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. At September 30, 2011, the Company owed $35,000 (2010 - $nil) to the sole director and officer of the Company. The balance relates to advances during the year and is unsecured, does not bear interest and is due on demand. NOTE 6 - INCOME TAX PROVISION A reconciliation of the Company's expected income tax provision compared to the actual tax provision is as follows: Year ended Year ended September 30, September 30, 2012 2011 ---------- ---------- Income (loss) before income taxes $ (1,763) $ 68,857 Corporate tax rate 35% 35% ---------- ---------- Expected tax expense (recovery) (617) 24,100 Increase (decrease) resulting from: Permanent differences -- (44,280) Deferred tax assets of subsidiary sold during the year -- 864,807 Differences in foreign tax rates -- -- Change in valuation allowance 617 (844,627) ---------- ---------- $ -- $ -- ========== ========== At September 30, 2012 and 2011, the components of the deferred income tax assets and liabilities are as follows: Year ended Year ended September 30, September 30, 2012 2011 ---------- ---------- Tax loss carry forwards $ 134,717 $ 130,815 Other deferred tax assets -- 3,231 ---------- ---------- Total deferred tax assets 134,717 134,046 Less: Valuation allowance (134,717) (134,046) ---------- ---------- $ -- $ -- ========== ========== The Company is subject to income taxes in the United States of America. At September 30, 2012, the Company had total accumulated tax loss carry-forwards of approximately $375,000. These losses are available to reduce taxable income in future taxation years and begin to expire in 2025 after a carry-forward period of 20 years. The Company is required to compute the deferred income tax benefits from the tax loss carry-forwards and other temporary differences. However, due to the uncertainty of realization of these tax assets, a full valuation allowance has been provided. NOTE 7 - SUBSEQUENT EVENTS The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed. 37
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this annual report on Form 10-K, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company's management, including our company's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading "Management's Report on Internal Control Over Financial Reporting." Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company's internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company's assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company's receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of September 30, 2012 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at September 30, 2012 due to the following material weaknesses 38
which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistle-blower policy. Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending September 30, 2013: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan. The remediation efforts set out in (i) and (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There were no changes in our company's internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS As at December 31, 2012, our directors and executive officers, their ages, positions held, and duration of such, are as follows: Date First Elected Name Position Held with the Company Age or Appointed ---- ------------------------------ --- ------------ Charles President, Secretary, Treasurer, 41 February 15, 2012 El-Moussa(1)(2) Chief Executive Officer, Chief Financial Officer and Director ---------- (1) Member of the Compensation Committee (2) Member of the Audit Committee 39
BUSINESS EXPERIENCE The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed. CHARLES EL-MOUSSA Mr. El-Moussa is currently general counsel and chief operation officer of Remax, Texas where he directs and oversees all legal and corporate franchise operations including franchise sales, broker services, corporate development and sponsorship, advertising, marketing, charities promotions and information technology. Mr. El-Moussa also held the position of Corporate Fuel Marketing Manager of Universal Weather & Aviation, in Houston, Texas where he managed the marketing of a $200 million global fuel card program, managed direct relationships with fortune 500 clients, fixed base operators and fuel suppliers worldwide, coordinated the design and implementation of the fuel department's automated web page, spearheaded the development of the department's in-house automation project and analyzed fuel sales profitability and productivity. Mr. El-Moussa obtained his B.B.A at the University of St. Thomas in Houston and his J.D. at the South Texas College of Law in Houston. SIGNIFICANT EMPLOYEES We have no significant employees other than the sole director and officer of our company. FAMILY RELATIONSHIPS There are no family relationships among our directors or officers. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS Our sole director and executive officer has not been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; 4. being 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; 5. being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 40
6. being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. AUDIT COMMITTEE Charles El-Moussa has been appointed as the sole member of the audit committee. Mr. El-Moussa is not an independent director of our company as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules. Our audit committee undertakes an independent review of our company's financial statements, and meets with management to determine the adequacy of internal controls and other financial reporting matters. AUDIT COMMITTEE FINANCIAL EXPERT Our board of directors has determined that it does not have an audit committee member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the sole audit committee member is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date. NOMINATION PROCEDURES FOR APPOINTMENT OF DIRECTORS As of December 31, 2012, we did not effect any material changes to the procedures by which our stockholders may recommend nominees to our board of directors. CODE OF ETHICS Effective January 29, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers, contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and (5) accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our company officers. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state 41
securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company's President. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the President, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to our company at the address on the cover of this annual report. SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended September 30, 2012, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all compensation received during the two years ended September 30, 2012 by our Chief Executive Officer, Chief Financial Officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the Named Executive Officers in this Report. SUMMARY COMPENSATION The following table provides a summary of the compensation received by the persons set out therein for each of our last two fiscal years: SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Name and Incentive Deferred Principal Stock Option Plan Compensation All Other Position Year Salary($) Bonus($) Awards($) Awards($)(4) Compensation($) Earnings($) Compensation($) Totals($) -------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------- Charles 2012 Nil Nil Nil Nil Nil Nil Nil Nil El-Moussa(1) 2011 N/A N/A N/A N/A N/A N/A N/A N/A Chief Executive Officer, Chief Financial Officer, President, Secretary Treasurer and Director Mike McFarland(2) 2012 Nil Nil Nil Nil Nil Nil Nil Nil Former Chief 2011 Nil Nil Nil Nil Nil Nil Nil Nil Executive Officer, Former Chief Financial Officer, Former President, Former Secretary Former Treasurer and Former Director ---------- (1) Charles El-Moussa was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and director on February 15, 2012. (2) Mike McFarland was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and director on December 14, 2009 and resigned on February 15, 2012. 42
COMPENSATION DISCUSSION AND ANALYSIS Our compensation program for our executive officers is administered and reviewed by our board of directors and the Compensation Committee. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing. The objectives of our compensation program are to retain and offer an incentive to current management, and to carry out our compensation related policies as per our Compensation Committee Charter. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of September 30, 2012. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Option Awards Stock Awards ------------------------------------------------------------------- --------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable(#)(1) Unexercisable(#) Options(#)(2) Price($) Date Vested(#) Vested($) Vested(#) Vested(#) ---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- --------- Charles Nil Nil Nil N/A N/A Nil Nil Nil Nil El-Moussa(3) Chief Executive Officer, Chief Financial Officer, President, Secretary Treasurer and Director Mike Nil Nil Nil N/A N/A Nil Nil Nil Nil McFarland(3) Former Chief Executive Officer, Former Chief Financial Officer, Former President, Former Secretary Former Treasurer and Former Director 43
---------- (1) Represents options granted to the named executive officer that have vested. (2) Represents options granted to the named executive officer that have not yet vested. (3) Charles El-Moussa was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and director on February 15, 2012. (4) Mike McFarland was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and director on December 14, 2009 and resigned on February 15, 2012. No options were granted during the year ended September 30, 2012 AGGREGATED OPTION EXERCISES There were no options exercised by any officer or director of our company during our twelve month period ended September 30, 2012. LONG-TERM INCENTIVE PLAN Currently, our company does not have a long-term incentive plan in favor of any director, officer, consultant or employee of our company. DIRECTORS COMPENSATION The particulars of compensation paid to our directors for our year ended September 30, 2012, is set out in the following director compensation table: Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash($) Awards($) Awards($)(1) Compensation($) Earnings($) Compensation($) Total($) ---- ------- --------- --------- --------------- ----------- --------------- -------- Charles El-Moussa(1) Nil Nil Nil Nil Nil Nil Nil Mike McFarland(2) Nil Nil Nil Nil Nil Nil Nil ---------- (1) Charles El-Moussa was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and director on February 15, 2012. (2) Mike McFarland was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and director on December 14, 2009 and resigned on February 15, 2012. Independent directors may be paid their expenses for attending each board of directors meeting and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for the service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings. PENSION AND RETIREMENT PLANS Currently, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees, in the event of retirement. 44
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As of December 31, 2012, there were 1,974,654 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock. Name and Address of Amount and Nature of Percentage Beneficial Owner Position Beneficial Ownership of Class ---------------- -------- -------------------- -------- Charles El-Moussa Chief Executive Officer, 1,000,000 50.6% Three Sugar Creek Center, Chief Financial Officer, Suite 100 President, Secretary, Sugar Land, TX 77478 Treasurer and Director Directors and Executive Officers as a Group 1,000,000 50.6% CHANGES IN CONTROL We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Except as described below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of our year ended September 30, 2012, or in any currently proposed transaction, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last two completed fiscal years. As at September 30, 2012, the Company owed $10,000 (2011 - $35,000) to the sole director and officer of the Company. The balance relates to a loan advances during the year and is unsecured, does not bear interest and is due on demand. All related party transactions are conducted in the ordinary course of business and measured at the exchange amount, which is the consideration established and agreed to by the related parties. CORPORATE GOVERNANCE We currently have one director: Charles El-Moussa. We have determined that Mr. El-Moussa is not an independent director, as that term is used in Rule 4200(a)(15) of the Nasdaq Marketplace Rules and National Instrument 52-110. AUDIT COMMITTEE Charles El-Moussa is the sole member of our audit committee. Charles El-Moussa is not independent as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules. Our audit committee undertakes an independent review of our company's financial statements, and meets with management to determine the adequacy of internal controls and other financial reporting matters. Our board of directors has determined that it does not have an audit committee member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee 45
members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date. The audit committee acts in accordance with our Audit Committee Charter which was filed as an exhibit to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 22, 2008. COMPENSATION COMMITTEE - COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Charles El-Moussa is the sole member of our compensation committee. Our sole member of the compensation committee is not independent as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules. The purpose of our compensation committee is to oversee our company's compensation and benefit plans, including our compensation and equity-based plans. Our compensation committee also monitors and evaluates matters relating to the compensation and benefits structure of our company and takes other such actions within the scope of the compensation committee charter as our board of directors may assign to the compensation committee from time to time. The compensation committee acts in accordance with our Compensation Committee Charter which was filed as an exhibit to our annual report on Form 10-K, filed with the Securities and Exchange Commission on December 22, 2008. COMPENSATION COMMITTEE REPORT The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in our company's annual report. TRANSACTIONS WITH INDEPENDENT DIRECTORS None of our independent directors entered into any transaction, relationship or arrangement during the year ended September 30, 2012 that was considered by our board of directors in determining whether the director maintained his independence in accordance with Rule 4200(a)(15) of the Nasdaq Marketplace Rules. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES The aggregate fees billed for the two most recently completed fiscal periods ended September 30, 2011 and September 30, 2010 for professional services rendered by Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended Year Ended September 30, September 30, 2012 2011 -------- -------- Audit Fees and Audit Related Fees $ 8,500 $ 12,500 Tax Fees $ Nil $ Nil All Other Fees $ Nil $ Nil -------- -------- TOTAL $ 8,500 $ 12,500 ======== ======== 46
In the above table, "audit fees" are fees billed by our company's external auditor for services provided in auditing our company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories. POLICY ON PRE-APPROVAL BY AUDIT COMMITTEE OF SERVICES PERFORMED BY INDEPENDENT AUDITORS The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description ------ ----------- (2) PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION 2.1 Share Exchange Agreement dated February 3, 2006, among our company, Upstream Canada, the shareholders of Upstream Canada and Steve Bajic (incorporated by reference from our Current Report on Form 8-K filed on February 6, 2006). 2.2 Amended and Restated Share Exchange Agreement dated February 24, 2006, among our company, Upstream Canada, the shareholders of Upstream Canada and Steve Bajic (incorporated by reference from our Current Report on Form 8-K filed on February 27, 2006). (3) ARTICLES OF INCORPORATION AND BY-LAWS 3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on July 5, 2002). 3.2 Bylaws (incorporated by reference from our Registration Statement on Form SB-2 Filed on July 5, 2002). 3.3 Certificate of Amendment filed with the Nevada Secretary of State on March 8, 2005 (incorporated by reference from our Current Report on Form 8-K filed on March 10, 2005). 3.4 Certificate of Change filed with the Nevada Secretary of State on December 20, 2005 (incorporated by reference from our Current Report on Form 8-K filed on December 29, 2005). 3.5 Articles of Merger filed with the Nevada Secretary of State on February 6, 2006 (incorporated by reference from our Current Report on Form 8-K filed on February 9, 2006). 3.6 Certificate of Amendment filed with the Nevada Secretary of State on November 27, 2006 (incorporated by reference from our Current Report on Form 8-K filed on November 30, 2006). (10) MATERIAL CONTRACTS 10.1 2007 Stock Option Plan (incorporated by reference from our Registration Statement on Form SB-2 filed on October 1, 2007) 47
10.2 Amendment to Employment Agreement dated August 18, 2009 between our company and Dexster Smith (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 31, 2009) 10.3 Amendment to Employment Agreement dated August 18, 2009 between our company and Joel Bellenson (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 31, 2009) 10.4 Return to Treasury Agreement dated December 14, 2009 between our company and Joel Bellenson (incorporated by reference from our Current Report on Form 8-K filed on December 14, 2009) 10.5 Return to Treasury Agreement dated December 14, 2009 between our company and Dexster Smith (incorporated by reference from our Current Report on Form 8-K filed on December 14, 2009) 10.6 Asset Sale Agreement dated December 14, 2009 between Pacific Pharma Technologies Inc. and JTAT Consulting Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 14, 2009) (31) SECTION 302 CERTIFICATIONS 31.1* Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32) SECTION 906 CERTIFICATIONS 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (99) ADDITIONAL EXHIBITS 99.1 Compensation Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on December 19, 2008) 99.2 Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on December 19, 2008) 48
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. UPSTREAM BIOSCIENCES INC. By: /s/ Charles El-Moussa --------------------------------------------------- Charles El-Moussa Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: December 31, 2012 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Charles El-Moussa --------------------------------------------------- Charles El-Moussa Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: December 31, 2012 4