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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K


x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended October 31, 2012

or
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to ______________
 
Commission file number 333-172440

FINISHING TOUCHES HOME GOODS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
45-2563323
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification No.)

1 City Square, Leeds, England UK
 
LS1 2ES
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code 011-33-663055

Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class
 
Name of each exchange on
which registered
Common Stock
 
Over the Counter
$0.001 par value
 
Bulletin Board

Securities registered under Section 12(g) of the Exchange Act:
 
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act   Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o
 
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 o
 
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this From 10-K. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes o  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 sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter

As of April 30, 2012, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the closing sales price of Common Stock on the Over the Counter Bulletin Board on April 30, 2012, was approximately $2,010,000. As of January 29, 2013, the registrant had 9,000,000 shares of Common Stock outstanding.



 
 

 
 
TABLE OF CONTENTS
 
   
Page
 
       
PART I
     
       
Item 1.
Business
    3  
Item 1A.
Risk Factors
    5  
Item 2.
Properties
    9  
Item 3.
Legal Proceedings
    9  
Item 4.
Mine Safety Disclosures
    9  
           
PART II
       
         
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    10  
Item 6.
Selected Financial Data
    10  
Item 7.
Management’s Discussion and Analysis or Plan of Operation
    10  
Item 7A
Quantitative And Qualitative Disclosures About Market Risk
    13  
Item 8.
Financial Statements and Supplementary Data
    F-1  
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    14  
Item 9A.
Controls and Procedures
    14  
Item 9B.
Other Information
       
           
PART III
       
         
Item 10.
Directors, Executive Officers and Corporate Governance
    15  
Item 11.
Executive Compensation
    16  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    17  
Item 13.
Certain Relationships and Related Transactions, and Director Independence
    17  
Item 14.
Principal Accounting Fees and Services
    18  
           
PART IV
       
         
Item 15.
Exhibits and Financial Statement Schedules
    19  

 
2

 
 
FINISHING TOUCHES HOME GOODS INC.
 
FORWARD LOOKING STATEMENTS
 
This Annual Report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, 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. These risks include, by way of example and not in limitation:
 
-  
The uncertainty of profitability based upon our history of losses;
-  
Risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
-  
Risks related to our international operations and currency exchange fluctuations; and
-  
Other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.
 
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company”, “Finishing Touches Home Goods” and “FTHG” mean Finishing Touches Home Goods Inc. and its subsidiaries, unless otherwise indicated.

ITEM 1. BUSINESS

Background

Finishing Touches Home Goods Inc. (the “Company”), was formed as a corporation pursuant to the laws of the State of Nevada on December 8, 2009. We are an integrated consulting firm that assists individuals, organizations, companies and government agencies in finding solutions to home and workplace-related barriers for seniors and people with disabilities as well as ergonomics consultancy. Our company is focused on providing services and products that make the end users’ living conditions safer and more accessible and helps to create barrier-free homes and workplace environments. We provide consulting services, including site audits and accessibility/ergonomic planning and development; installation and sales of accessibility, ergonomic and safety products, ergonomic consultancy for homes and businesses.

On May 5, 2010, we formed a wholly owned subsidiary Finishing Touches Home Goods Inc., an Ontario, Canada Corporation (“FTHG Canada”). In February 2012, following a change in management, we determined it to be in our best interest to explore additional business opportunities that may be divergent from our current business focus and on June 14, 2012, we sold 100% ownership in our wholly owned subsidiary, FTHG Canada for cash payment of $1 as consideration to a third party purchaser. FTHG Canada did not conduct any operations prior to its sale. Although we are still pursuing our current consulting business, we plan on exploring new strategic and developmental opportunities in other business sectors which, after research and investigation, we deem to be potentially advantageous to us, although to date, we have not entered into any binding agreements or made a formal decision regarding our potential new direction.

On January 13, 2012, Mr. Hunter, our sole officer and director, formed a private limited company Endeavour Principle Capital Limited (“Endeavour”), a UK corporation and later transferred the ownership of Endeavour to us for no consideration. Endeavour was incorporated to facilitate our business efforts in the UK and other European countries, where customers, suppliers and potential business partners are more willing to carry out transitions with companies governed by the same or familiar legal and tax systems. As our management operates from our UK office and certain expenses are incurred in the UK, having a subsidiary in the UK ensures more efficient tax and foreign exchange planning, as well as more efficient administrative and banking services.
 
 
3

 

Current Business

We concentrate on providing services in two main areas: Accessibility and Ergonomics in the workplace and at home.

Accessibility

We offer functional assessment services for commercial and residential properties and offer recommendations based on our assessment to improve accessibility and safety of these sites. Whether our client’s primary goal is to improve the safety of their property or provide independence to mobility challenged individuals, we assess each client’s unique situation and help them to develop and execute a cost-effective plan.

Ergonomics

We offer our clients practical ergonomic solutions by offering consulting services such as Ergonomic Assessments, Physical Demands Assessments, Disability Management / Return to Work, and Occupational Health & Safety.

By applying ergonomics to our client’s business, our goal is to improve productivity and quality in their workplace, reduce sickness, cut compensation claims, and save costly mistakes in equipment purchases.

Our consulting services include:

-  
Workplace Risk Assessments. Clear, practical advice to make the workplace safer and more productive.
-  
Office Layout. We can design or improve office layouts to make them effective, productive, comfortable and safe places to work.
-  
New Equipment Selection. Ensure that investment in furniture and IT equipment is cost effective, complies with standards and is safe and comfortable to use.
-  
Display Screen Equipment (DSE) Assessments. Our assessments by qualified ergonomists ensure that clients not only comply with the law, but also improve user comfort and productivity.
-  
Accessibility and Disability Access Audits. Practical advice on reasonable and cost effective adjustments for staff with disabilities.
-  
Retail Ergonomics. Comfortable and efficient retail equipment and layouts help our clients provide excellent customer service and meet their legal obligations.
-  
Ergonomics Standards. An easy to follow guidance to the international ergonomic standards.

Going Concern

We have funded our initial operations through the issuance of 9,000,000 shares of capital stock for net proceeds to us of $36,000, the sale of three promissory notes in the aggregate principal amount of $400,000, forgiven debt from former officers of $25,658 and revenue from consulting and renovation of $142,434 generated during the period from inception to date. Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the fiscal year ended October 31, 2012, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To date, our cash flow requirements have been primarily met by equity and debt financings. Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate sufficient revenues or unable to obtain additional funds for our working capital needs, or our existing contracts are terminated by our customers we may need to cease or curtail operations.

Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company's operations. For these reasons, our independent registered auditors believe that there is substantial doubt that we will be able to continue as a going concern.
 
 
4

 

Competitors

In our current business, we face competition in all areas of our revenue generating segments. As we explore new strategic opportunities, we will face significant competitive challenges because we have minimal operating experience in the industry, a limited financial condition compared to most competitors and a lack of meaningful revenue. Most of our competitors have and will have longer operating histories, greater name recognition, larger and more established client bases and significantly greater financial and marketing resources than we do. These competitors are able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential clients.

Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions

We do not own, either legally or beneficially, any patents or trademarks.
 
Research and Development Activities

Other than time spent researching our current business as well as new potential business and strategic opportunities we have not spent any funds on research and development activities to date.
 
Compliance with Environmental Laws

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.

Employees

At present, we have one employee who is our sole officer and director responsible for planning, developing and operational duties. He will continue to do so throughout the early stages of our growth. We have no intention of hiring additional employees until we have sufficient, reliable revenue from our operations. Our sole officer and director is planning to do whatever work is required until our business is at the point of having positive cash flow. We do not have any written employment agreements in place with our sole officer and director.

ITEM 1A. RISK FACTORS

Risks related to our Business and Industry

We have incurred operating losses since inception and we may never become profitable.

We expect to incur significant increasing operating losses for the foreseeable future, primarily due to the expansion of our operations. The negative cash flow from operations is expected to continue for the foreseeable future. Our ability to earn a profit depends upon our ability to grow our sales to achieve a meaningful market share. We cannot give any assurance that we will ever earn a profit.

Our auditor has expressed substantial doubt about our ability to continue as a going concern.

In their report dated January 29, 2013, our independent registered auditors, Li and Company P.C. stated that our financial statements for the fiscal year ended October 31, 2012, were prepared assuming that we would continue as a going concern. However, they also expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of losses suffered from operations and a working capital deficiency. We continue to experience operating losses. We can give no assurance as to our ability to raise sufficient capital or our ability to continue as a going concern.

We will need additional capital to continue operating our business, and we have no commitments to provide that capital.

Our business plan calls for ongoing expenses. As of October 31, 2012, we generated $141,934 in revenue from operations and incurred $467,348 in operating expenses. Therefore we will be dependent upon additional capital in the form of either debt or equity to continue our operations in the near future.

At the present time, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them. We cannot give any assurances that we will be able to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot get the needed capital or generate revenues sufficient enough to cover our operating costs, we may not be able to become profitable and may have to curtail or cease our operations.

Foreign exchange rate fluctuations may adversely affect our business

We marketed our products and services internationally. Endeavour, our wholly owned subsidiary incorporated in the United Kingdom, uses the U.S. Dollar as its reporting currency and British Pounds as its functional currency. Due to the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations on future sales and operating results.
 
 
5

 

We depend on key personnel

Our future success will depend in part on the continued service of key personnel, particularly, Mark Hunter, our sole director and officer. We have not entered into an employment agreement with Mr. Hunter. If Mr. Hunter chooses to leave our company we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. Our future success will also depend on our ability to attract and retain key managers, sales and marketing people, and others. We face intense competition for these individuals from well-established multi-national, national, and regional wholesale and retail companies. We may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition.

We are subject to certain risks in our international operations.

We expect that most of our revenues will be generated outside the United States of America. We will be accordingly subject to a number of risks, any of which could harm our business, relating to doing business internationally, including:

-  
Exchange controls and currency exchange rates;
-  
Inflation;
-  
Political and economic instability; and
-  
General economic conditions in countries where end users of the company’s services reside.

We are subject to intense competition in the industry in which we operate and some of our competitors may be larger and have greater financial resources.

We face strong competition in all three aspects of our business. There are a number of well-established consulting companies, retailers of home care products and independent contractors that are in direct competition with us. Our competitors are well established and significantly better funded than us. If we cannot successfully compete, our marketing and revenues will suffer and we may not ever be profitable. Due to limited financing, and fierce competition from other companies we may not be able to generate revenues and will have to cease operations.

Due to our sole officer and director owning 66.66% of our outstanding stock, he will control and may make corporate decisions that may be disadvantageous to minority shareholders.

Our sole officer and director owns approximately 66.66% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Hunter may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

Because the Company’s headquarters are located outside the United States, U.S. investors may experience difficulties in attempting to affect service of process and to enforce judgment based upon U.S. federal securities laws against us.

While we are organized under the laws of State of Nevada, our headquarters are located outside the United States. Consequently, it may be difficult for investors to affect service of process in the United States and to enforce in the United States judgments obtained in United States courts based on the civil liability provisions of the United States securities laws. Since many of our assets will be located outside the U.S., it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.

We lack proper internal controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management has identified certain material weaknesses relating to our internal controls and procedures. Due to the size and nature of the Company, segregation of all conflicting duties may not always be possible or economically feasible. However, to the extent possible, management plans to implement procedures to assure the initiation of transactions, the custody of assets, the recording of transactions and the approval of reports will be performed by separate individuals. We believe that the foregoing steps will remediate the deficiencies identified and we continue to monitor the effectiveness of these steps and make any changes that management deems appropriate. Additionally, management compensates for the lack of segregation of duties by employing close involvement of management in day to day operations and outsourcing to financial consultants, thereby minimizing the materiality of the impact of such limitations.
 
 
6

 

Risks Relating to our Common Stock

We are subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934 which does not require a company to file all the same reports and information as a fully reporting company.

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company, but only subject to the reporting obligations imposed by Section 15(d) of the Securities Exchange Act of 1934.

There is limited public (trading) market for our common stock; therefore, our investors may not be able to sell their shares.

Our common stock is quoted on the OTC Bulletin Board under the symbol “FNTU”. We can provide no assurance that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock.

A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.
 
The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

We expect the market price for our common shares will be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

We expect the market for our common shares will be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price will be attributable to a number of factors.

First, as noted above, our common shares will be sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.

Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.
 
 
7

 

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behaviour of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

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

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

You could be diluted from our future issuance of capital stock and derivative securities.

As of October 31, 2012 and the date of this report, we had 9,000,000 shares of common stock outstanding and no shares of preferred stock outstanding. We are authorized to issue up to 75,000,000 shares of common stock and no shares of preferred stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking stockholder approval, to issue additional shares of common stock or preferred stock in the future for such consideration as the Board of Directors may consider sufficient. The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and voting power.

You may face significant restrictions on the resale of your shares due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

Our common stock is subject to the “Penny Stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Our common stock is considered a “Penny Stock”. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "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 SEC 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. The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock. In addition to the "penny stock" rules described above, FINRA has adopted rules that 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 investors’ ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
 
8

 

ITEM 2. PROPERTIES

We do not hold ownership or leasehold interest in any property.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

ITEM 4. MINE SAFETY DISCLOSURES.

Note applicable.
 
 
9

 

PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since July 20, 2011, under the symbol “FNTU”. Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid quotations for our common stock as reported on the OTC Bulletin Board for the periods indicated.

   
High
   
Low
 
Fiscal 2011
  $       $    
Third Quarter
    0.00       0.00  
Fourth Quarter
    0.15       0.00  
Fiscal 2012
  $       $    
                 
First Quarter
    0.67       0.25  
Second Quarter
    -       -  
Third Quarter
    -       -  
Fourth Quarter
    2.82       1.40  

Holders.

As of January 29, 2013, there are 20 record holders of 9,000,000 shares of our common stock.

Dividends.

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent sales of unregistered securities.

There were no sales of unregistered securities during the year ended October 31, 2012.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.
 
 
10

 

Results of Operations

References in this Annual Report to “Finishing Touches Home Goods Inc.” incorporate results of operations of Endeavour, our wholly owned UK subsidiary and have been presented to give retroactive effect to the discontinuance of FTHG Canada. All significant intercompany balances and transactions have been eliminated on consolidation.

Results of discontinued operations in Canada for years ended October 31, 2012 and 2011 are as follows:

   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
October 31, 2012
   
October 31, 2011
 
             
Loss from operation of discontinued operations, net of tax
  $ (16,364 )   $ (50,354 )
Gain on disposal of discontinued operations, net of tax
    2,508       -  
                 
Loss from discontinued operations, net of tax
  $ (13,856 )   $ (50,354 )

Year ended October 31, 2012 compared to year ended October 31, 2011
 
During the year ended October 31, 2012, we generated revenue of $23,500, a decrease of $84,011 or 78.14% from $107,511 during the year ended October 31, 2011, as we were not able to extend certain consulting contracts or enter into new agreements.
 
During the year ended October 31, 2012, we incurred no cost for generating revenue, a decrease of $15,925 or 100.00% compared to $15,925 in the year ended October 31, 2011, as all consulting work was completed in the year ended October 31, 2011.

During the year ended October 31, 2012, we incurred legal, accounting and auditors’ fees of $84,221, an increase of $45,064 or 115.09% compared to $39,157 in the year ended October 31, 2011. The increase was due to additional professional services engaged by us in the year ended October 31, 2012 for completing the change of controlling shareholder, change of management, disposition of FTHG Canada and incorporation of Endeavour.

During the year ended October 31, 2012, we incurred rent expenses of $3,204, a decrease of $4,214 or 56.81% from $7,418 during the year ended October 31, 2011, because after the change of management we used virtual office with no need for rented office space.

During the year ended October 31, 2012, we incurred officer salary and wages of $188,414, an increase of $181,214 or 2,516.86% from $7,200 during the year ended October 31, 2011 and other salary and wages of $1,800, a decrease from $5,100 during the year ended October 31, 2011. The changes resulted from the fact that after the change of management, Mr. Hunter, our sole officer and director became the sole employee.

Travel expenses have remained consistent from $19,375 during the year ended October 31, 2011 to $20,103 during the year ended October 31, 2012.

During the year ended October 31, 2011, we incurred one time website development cost of $9,207, which was $0 during the year ended October 31, 2012.

During the year ended October 31, 2012 we incurred general and administrative expenses of $10,954, an increase of $8,095 or 283.14% from $2,859 during the year ended October 31, 2011, as we incurred additional expenses for change of control and management as well as new expenses in the UK in the year ended October 31, 2012.

During the year ended October 31, 2012, we incurred interest expense of $24,373 on promissory note of $400,000 issued during the year ended October 31, 2012. During the year ended October 31, 2011, we had no interest charging debts and did not record any interest expense.

During the year ended October 31, 2012 we incurred other comprehensive gain – foreign currency translation gain of $2,718 due to our UK subsidiary Endeavour using British Pound Sterling as its functional currency. Endeavour was incorporated during the year ended October 31, 2012; therefore we did not have such comprehensive income.

 
11

 

Liquidity and Capital Resources
 
As of October 31, 2012, we had cash balance of $136,639. At October 31, 2011 we had no cash.  As of October 31, 2012, we had working capital deficit of $315,558, an increase of $288,707 or 1,075% compared to working capital deficit of $26,851 at October 31, 2011.
 
Net cash used in operating activities for the year ended October 31, 2012 was $309,642, an increase of $303,488 or 4,932% compared with net cash used in operating activities for the year ended October 31, 2011 of $6,154.  The increase in net cash used in operations was due to an increase in operating costs and payments to our accounts payable outstanding at October 31, 2011.

We used $2,138 in investing activities for the purchase of computer equipment during the year ended October 31, 2011.  During the year ended October 31, 2012, $21 was recorded as cash paid in disposal of our Canadian subsidiary. No cash was provided by financing activities during the year ended October 31, 2011. We borrowed $23,460 from a former officer during the year ended October 31, 2012 which was subsequently forgiven by such former officer. During the year ended October 31, 2012, we raised $400,000 by issuing three 16% unsecured demand promissory notes.

Since inception, we have sold 6,000,000 shares of common stock at $0.001 per share to our former directors for total proceeds of $6,000. For the period between September 20, 2010 and October 14, 2010, we sold 3,000,000 shares of our common stock at $0.01 per share in a private placement to 30 individuals for $30,000 in cash.
 
We must raise additional funds or increase revenues from sales in order to fund our continuing operations.  We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our directors or financial institutions our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.
 
At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Due to the "start up" nature of our business, we expect to incur losses as we expand and explore new strategies and business opportunities. To date, our cash flow requirements have been primarily met by equity and debt financing as well as revenues from sales. Management expects to keep operating costs to a minimum until sufficient cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favourable terms, if at all. If we are unable to generate sufficient profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of our operations. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Going Concern

The audited consolidated financial statements for the year ended October 31, 2012, included in this Annual Report, have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities and commitments in the normal course of business. We have generated $142,434 in revenues since inception and have never paid any dividends and are unlikely to pay dividends or generate substantial earnings in the immediate or foreseeable future. Our continuation as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at October 31, 2012, we have accumulated losses of $385,802 since inception. As we do not have sufficient funds for our planned or new operations, we will need to raise additional funds for operations.

Due to the uncertainty of our ability to meet our current operating expenses, in their report on the annual consolidated financial statements for the year ended October 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 
12

 

Future Financings

We anticipate that additional funding will be required in the form of debt and/or equity financing. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or debts to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of October 31, 2012, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
 
13

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Finishing Touches Home Goods Inc.
 
October 31, 2012 and 2011
 
Index to the Consolidated Financial Statements

    Page(s)  
       
Report of Independent Registered Public Accounting Firm     F-2  
         
Consolidated Balance Sheets at October 31, 2012  and 2011     F-3  
         
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Year Ended October 31, 2012 and 2011     F-4  
         
Consolidated Statement of Stockholders’ Deficit for the Fiscal Year Ended October 31, 2012 and 2011      F-5  
         
Consolidated Statements of Cash Flows for the Fiscal Year Ended October 31, 2012 and 2011     F-6  
         
Notes to the Consolidated Financial Statements     F-7  
 
 
 

 
 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
To the Board of Directors and Stockholders of
Finishing Touch Home Goods, Inc.
Phoenix, Arizona

We have audited the accompanying consolidated balance sheets of Finishing Touch Home Goods, Inc., (the “Company”) as of October 31, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit 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 October 31, 2012 and 2011 and the results of its operations and its cash flows for the fiscal years 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 3 to the consolidated financial statements, the Company had an accumulated deficit at October 31, 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
January 29, 2013
 
 
F-2

 
 
FINISHING TOUCHES HOME GOODS, INC.
 CONSOLIDATED BALANCE SHEETS
 
   
October 31, 2012
   
October 31, 2011
 
             
ASSETS
           
CURRENT ASSETS:
           
Cash
  $ 136,639     $ -  
Prepayments and other current assets
    -       3,120  
Net current assets of discontinued operations
    -       25,560  
                 
Total Current Assets
    136,639       28,680  
                 
NET FIXED ASSETS OF DISCONTINUED OPERATIONS
    -       1,817  
                 
Total Assets
  $ 136,639     $ 30,497  
                 
 LIABILITIES AND STOCKHOLDERS' DEFICIT
               
CURRENT LIABILITIES:
               
Net currrent liabilities of discontinued operations
  $ -     $ 1,876  
Accounts payable
    5,981       41,857  
Notes payable
    400,000       -  
Payroll tax payable
    10,848       -  
Accured compensation-officers
    10,995       9,600  
Advances from former stockholder
    -       2,198  
Accrued expenses and other current liabilities
    24,373       -  
                 
Total Current Liabilities
    452,197       55,531  
                 
Total Liabilities
    452,197       55,531  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' DEFECIT:
               
Common stock, $0.001 par value, 75,000,000 shares authorized, 9,000,000 shares issued and outstanding
    9,000       9,000  
Additional paid-in capital
    63,962       27,000  
Accumulated deficit
    (385,802 )     (61,034 )
Accumulated other comprehensive income (loss):
               
Foreign currency translation gain (loss)
    (2,718 )     -  
                 
Total Stockholders' Deficit
    (315,558 )     (25,034 )
                 
Total Liabilities and Stockholders' Deficit
  $ 136,639     $ 30,497  
 
See accompanying notes to the consolidated financial statements.
 
 
F-3

 
 
FINISHING TOUCHES HOME GOODS, INC.
 CONSOLIDATED  STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 
   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
October 31, 2012
   
October 31, 2011
 
             
NET REVENUES
  $ 23,500     $ 107,511  
                 
COST OF REVENUES
    -       15,925  
                 
GROSS PROFIT
    23,500       91,586  
                 
OPERATING EXPENSES:
               
Professional fees
    84,221       39,157  
Rent expenses
    3,204       7,418  
Salary and wages - officers
    188,414       7,200  
Salary and wages - other
    1,800       5,100  
Travel expenses
    20,103       19,375  
Website development cost
    -       9,207  
General and administrative expenses     10,954       2,859  
                 
Total operating expenses
    308,696       90,316  
                 
INCOME (LOSS) FROM OPERATIONS     (285,196 )     1,270  
                 
OTHER (INCOME) EXPENSE:
               
Interest expense
    24,373       -  
Foreign currency transaction (gain) loss     1,343       (283 )
                 
Total other (income) expense
    25,716       (283 )
                 
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX PROVISION     (310,912 )     1,553  
                 
INCOME TAX PROVISION
    -       -  
                 
INCOME (LOSS) FROM CONTINUING OPERATIONS     (310,912 )     1,553  
                 
DISCONTINUED OPERATIONS
               
Loss from operation of discontinued operations, net of tax     (16,364 )     (50,354 )
Gain on disposal of discontinued operations, net of tax     2,508       -  
LOSS FROM DISCONTINUED OPERATIONS     (13,856 )     (50,354 )
                 
NET LOSS
    (324,768 )     (48,801 )
                 
OTHER COMPREHENSIVE INCOME (LOSS):                
Foreign currency translation gain (loss)     (2,718 )     -  
                 
COMPREHENSIVE INCOME (LOSS)     (327,486 )   $ (48,801 )
                 
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED:                
                 
Continuing operations
  $ (0.03 )   $ 0.00  
Discontinued operations
  $ (0.01 )   $ (0.01 )
Total net income (loss) per common share     (0.04 )   $ (0.01 )
                 
Weighted Average Common Shares Outstanding - basic and diluted     9,000,000       9,000,000  
 
  See accompanying notes to the consolidated financial statements.
 
 
F-4

 
 
FINISHING TOUCHES HOME GOODS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFECIT
For the Year Ended October 31, 2012 and 2011
 
    Common stock, $0.001 Par Value                 Other Comprehensive Income (Loss) Foreign Currency     Total  
   
Number of 
Shares
    Amount    
Additional
Paid-in Capital
   
Accumulated
 Deficit
   
Translation
Gain (Loss)
     Stockholders' Deficit  
                                     
Balance, October 31, 2010
    9,000,000     $ 9,000     $ 27,000     $ (12,233 )     -     $ 23,767  
                                                 
Net loss
    -       -       -       (48,801 )     -       (48,801 )
                                                 
Balance, October 31, 2011
    9,000,000       9,000       27,000       (61,034 )     -       (25,034 )
                                                 
Forgiveness of advances from former stockholderand accrued compensation - officers
    -       -       36,962       -       -       36,962  
                                                 
Other comprehensive income (loss) Foreign currency translation gain (loss)
    -       -       -       -       (2,718 )     (2,718 )
                                                 
Net loss
    -       -       -       (324,768 )     -       (324,768 )
                                                 
Balance, October 31, 2012
    9,000,000     $ 9,000     $ 63,962     $ (385,802 )   $ (2,718 )   $ (315,558 )
 
 See accompanying notes to the consolidated financial statements.
 
 
F-5

 
 
FINISHING TOUCHES HOME GOODS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Year
   
For the Year
 
   
Ended
   
Ended
 
   
October 31, 2012
   
October 31, 2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (324,768 )   $ (48,801 )
Adjustments to reconcile net loss to net cash used in operating activities
               
Depreciation
    214       321  
Gain on disposition of subsidiary
    (2,508 )     -  
Changes in operating assets and liabilities:
               
Accounts receivable
    -       8,273  
Prepayments and other current assets
    3,120       (780 )
Accounts payable
    (33,620 )     33,141  
Accrued expenses
    24,373       (7,000 )
Payroll taxes payable
    10,848       1,492  
Accrued compensation-officers
    12,699       7,200  
                 
 NET CASH USED IN OPERATING ACTIVITIES
    (309,642 )     (6,154 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Cash paid in disposal of discontinued operations
    (21 )     -  
Purchase of office equipment
    -       (2,138 )
                 
NET CASH USED IN INVESTING ACTIVITIES
    (21 )     (2,138 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from notes payable
    400,000       -  
Advance from stockholder
    23,460       -  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    423,460       -  
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    (2,718 )     -  
                 
NET CHANGE IN CASH
    111,079       (8,292 )
                 
Cash at beginning of year
    25,560       33,852  
                 
Cash at end of year
  $ 136,639     $ 25,560  
                 
NON CASH FINANCING AND INVESTING ACTIVITIES:
               
Forgiveness of debt from former stockholder and officer - accrued compensation
  $ 11,304     $ -  
Forgiveness of debt from former stockholder and officer - advances from stockholder   $ 25,658     $ -  
 
See accompanying notes to the consolidated financial statements.
 
 
F-6

 

Finishing Touches Home Goods Inc.
October 31, 2012 and 2011
Notes to the Consolidated Financial Statements

Note 1 – Organization and Operations

Finishing Touches Home Goods Inc.

Finishing Touches Home Goods Inc. (the “Company”), was incorporated under the laws of the State of Nevada on December 8, 2009.  The Company provides consulting services, installation, and sales of accessibility and safety products for residential and commercial buildings that require access by handicapped individuals or individuals with limited joint mobility.

Formation and Sale of Finishing Touches Home Goods (Canada) Inc.

On May 5, 2010, the Company formed a wholly owned subsidiary, Finishing Touches Home Goods Inc., an Ontario, Canada Corporation (“FTHG Canada”).  FTHG Canada uses the U.S. Dollar as its reporting currency as well as its functional currency.  However, from time to time FTHG Canada incurs certain expenses in Canadian Dollars.

On June 14, 2012, the Company discontinued its operation in Canada and sold its 100% ownership in FTHG Canada for cash payment of $1 as consideration.
 
The financial statements for the fiscal year ended October 31, 2011 have been presented to give retroactive effect to the discontinuance of the discontinued operations.
 
Change in Control

Pursuant to the terms of the Affiliate Stock Purchase Agreements (“Stock Purchase Agreements”) dated January 27, 2012 between Mr. Nikolay Koval, Mrs. Ravilya Islyntieva and Mr. Mark K. Hunter, Mr. Hunter purchased a combined total of 6,000,000 shares of the Company’s common stock from Mr. Koval, and Mrs. Islyntieva, former stockholders and officers of the Company, for cash consideration of $30,000. As a result of the transaction, Mr. Hunter became the Company’s largest stockholder with approximately 66.67% of the total issued and outstanding shares of stock.

Effective January 27, 2012, Mr. Koval resigned as President and Chief Executive Officer of the Company and Ms. Islyntieva resigned as Treasurer and Chief Financial Officer of the Company.  Mr. Hunter was appointed as CEO, CFO, President, Secretary, Treasurer and Director of the Company.

Formation of Endeavour Principle Capital Limited

On January 13, 2012, Mr. Hunter formed a private limited company Endeavour Principle Capital Limited, a UK corporation, (“Endeavour”) in the United Kingdom on behalf of the Company and later transferred the 100% ownership to the Company at no charge.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Reclassification

Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.
 
 
F-7

 

Principle 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.

The Company's consolidated subsidiaries and/or entities are as follows:

 
Name of Subsidiary or
Consolidated Entity
 
Place of Formation/Incorporation
(Jurisdiction)
 
Date of Incorporation
(Date of Disposition, if Applicable)
 
Attributable
Interest
             
FTHG Canada   Canada   May 10, 2010   100%
        (June 14, 2012)    
             
Endeavour
 
United Kingdom
 
January 13, 2012
 
100%

The accompanying consolidated financial statements include all of the accounts of the Company as of October 31, 2012 and 2011, for the fiscal years then ended, all of the accounts of FTHG Canada as of October 31, 2011, for the period from November 1, 2011 through June 14, 2012 (date of disposition) and all of the accounts of Endeavour as of October 31, 2012 and for the period from January 13, 2012 (date of incorporation) through October 31, 2012.

All inter-company balances and transactions have been eliminated.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts 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, deferred tax assets and valuation allowance of deferred tax assets; and its wholly-owned subsidiary’s functional currency and foreign currency exchange rate; and the assumption that the Company will continue as 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 in relation to the financial statements taken as a whole 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 evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.
 
 
F-8

 

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 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 accounting principles generally accepted in the United States of America (U.S. 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 amount of the Company’s financial assets and liabilities, such as cash, accounts payable, payroll taxes payable, accrued compensation - officers, accrued expenses and other current liabilities approximate their fair value because of the short maturity of those instruments.

The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at October 31, 2012.

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 stockholders, if any, due to their related party nature.

Fiscal Year End

The Company elected October 31 as its fiscal year end date.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash and 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.
 
 
F-9

 

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 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;  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. amount 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.

Commitments 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 applies 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.  The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services.  Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
 
 
F-10

 

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, British Pound is the functional currency of Endeavour.  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 reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting 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.

The Company’s operations are substantially carried out via Endeavour in the United Kingdom in British Pound. The change in exchange rates between the U.S. Dollar, its reporting currency, or British Pound, Endeavour’s functional currency and foreign currencies, the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or loss that generally is included in determining net income (loss) for the period in which the exchange rate changes.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which 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 the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 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 paragraph 740-10-25-13, 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 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.  Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

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.
 
 
F-11

 

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 October 31, 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. Pursuant to Section 830-10-45, 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 subsidiary’s local currencies to be their respective functional currencies.

The financial records of the Company's UK operating subsidiary are maintained in their local currency, the British Pound (“GBP”), 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) 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 GBP vs. U.S. dollar exchange rate quoted by the Bank of England and GBP vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial.  Translations do not imply that the GBP amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars.  Translation of amounts from GBP into U.S. dollars has been made at the following exchange rates for the respective periods:
 
 
 
October 31, 2012
 
         
Balance sheet
   
1.6056
 
         
Statement of operations and comprehensive income (loss)
   
1.5796
 
 
 
F-12

 

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 outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

There were no potentially dilutive shares outstanding at the reporting date for the fiscal year ended October 31, 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.

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.
 
 
F-13

 

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.

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 consolidated 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 an accumulated deficit at October 31, 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.
 
 
F-14

 

While the Company is attempting to 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 public or private 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 – Notes Payable

On March 23, 2012, June 10, 2012 and July 26, 2012 the Company issued unsecured notes payable to a third-party for the principal amounts of $100,000, $100,000 and $200,000 respectively, all due on demand with simple interest at 16% per annum. Interest expense of $24,373 was accrued as of October 31, 2012.

Note 5 – Related Party Transactions

Advances from Former Stockholder

Prior to January 27, 2012 the date of the change in control, the former president and chief executive officer and a stockholder of the Company had provided advances to the Company for its working capital purposes. These advances bore no interest and were due on demand.

The former President of the Company advanced $0 and $2,198 in aggregate to the Company for the fiscal year ended October 31, 2012 and 2011, respectively and the Company did not make any repayment toward these advances.

The former President of the Company advanced $23,460 to the Company for the period from November 1, 2011 through January 27, 2012, the date of change in control and the Company did not make any repayment toward these advances.

Forgiveness of Advances from Former Stockholders and Accrued Compensation – Former Officers

On January 27, 2012, pursuant to the terms of the Stock Purchase Agreements the former stockholders and officers forgave advances of $25,658 and accrued compensation of $11,304, respectively or $36,962 in the aggregate, which were recorded as contributions to capital.

Compensation for the Sole Officer

In January 2012, Mr. Mark Hunter was appointed as Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director of the Company. Mr. Hunter’s monthly compensation is Pounds Sterling 10,833 (equivalent to $17,393).

As of October 31, 2012, the Company had $10,995 due to Mr. Hunter for his services.
 
 
F-15

 

Note 6 – Stockholders’ Deficit

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $.001 per share.

Note 7 – Discontinued Operations

On June 14, 2012, the Company discontinued its operations in Canada and sold its 100% equity ownership of FTHG Canada to a third party for $1 in cash, and recorded a gain of $2,508 from the disposition of the net liability of $2,509.

The Company has reflected the results of this business as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented. The assets and liabilities of this business are reflected as assets and liabilities of discontinued operations in the consolidated balance sheets for all periods presented.

Results of discontinued operations for the fiscal years ended October 31, 2012 and 2011 are as follows:

   
For the Year Ended
   
For the Year Ended
 
   
October 31, 2012
   
October 31, 2011
 
             
Operating expenses
  $ 16,364     $ 50,354  
                 
Loss from discontinued operations, net of tax
  $ 16,364     $ 50,354  
 
The assets and liabilities of discontinued operations were as follows:
 
   
June 14, 2012
(Date of Disposal)
   
October 31, 2011
 
             
Cash
  $ 21     $ 25,560  
                 
    Net current assets of discontinued operations
  $ 21     $ 25,560  
                 
Fixed assets, net
  $ 1,603     $ 1,817  
                 
    Net fixed assets of discontinued operations
  $ 1,603     $ 1,817  
                 
Accounts payable and payroll tax payable
  $ 4,133     $ 1,876  
                 
    Net current liabilities of discontinued operations
  $ 4,133     $ 1,876  
 
 
F-16

 

Note 8 – Income Tax Provision

FTHG
 
Deferred Tax Assets

At October 31, 2012, FTHG had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $200,876 that may be offset against future taxable income through 2032.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because FTHG believes that the realization of FTHG’s net deferred tax assets of approximately $68,298 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  FTHG has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $47,546 and $16,593 for the fiscal year ended October 31, 2012 and 2011, respectively.

Components of deferred tax assets in the consolidated balance sheets are as follows:

   
October 31, 2012
   
October 31, 2011
 
Net deferred tax assets – non-current:
               
                 
Expected income tax benefit from NOL carry-forwards
 
$
68,298
   
$
20,752
 
                 
Less valuation allowance
   
(68,298
)
   
(20,752
)
             
Deferred tax assets, net of valuation allowance
 
$
-
   
$
-
 

Income Tax Provision in the Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

   
For the fiscal year ended October 31, 2012
   
For the fiscal year ended October 31, 2011
 
             
Federal statutory income tax rate
    34.0 %     34.0 %
                 
Change in valuation allowance on net operating loss carry-forwards
    (34.0 )     (34.0 )
                 
Effective income tax rate
    0.0 %     0.0 %

Corporation Income Tax Returns Remaining subject to IRS Audits

FTHG's corporation income tax returns for the fiscal year ended October 31, 2010 and 2011 were filed on December 12, 2011 and December 15, 2011, respectively.  FTHG has not yet filed its corporation income tax return for the fiscal year ended October 31, 2012. Both the 2010 and 2011 corporation income tax returns will remain subject to audit under the statute of limitations by the Internal Revenue Service for a period of three (3) years from the date they are filed.

United Kingdom Income Tax

Endeavour Principle Capital Limited is registered and operates in the United Kingdom and is subject to UK tax law.  Endeavour’s statutory income tax rate is 20% and there were no significant differences between income reported for financial reporting purposes and income reported for income tax purposes for the year ended October 31, 2012 and 2011.
 
Endeavour
 
Deferred Tax Assets

At October 31, 2012, Endeavour had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $184,926 that may be offset against future taxable income.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because FTHG believes that the realization of FTHG’s net deferred tax assets of approximately $36,985 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  FTHG has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $36,985 for the period from January 13, 2012 (date of incorporation) through October 31, 2012.
 
 
F-17

 

Components of deferred tax assets in the consolidated balance sheets are as follows:

   
October 31, 2012
   
October 31, 2011
 
Net deferred tax assets – non-current:
               
                 
Expected income tax benefit from NOL carry-forwards
 
$
36,985
   
$
-
 
                 
Less valuation allowance
   
(36,985
)
   
(-
)
             
Deferred tax assets, net of valuation allowance
 
$
-
   
$
-
 

Income Tax Provision in the Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

   
For the period
from
January 13, 2012
(date of incorporation) through
October 31, 2012
 
       
Federal statutory income tax rate
    20.0 %
         
Change in valuation allowance on net operating loss carry-forwards
    (20.0 )
         
Effective income tax rate
    0.0 %

Corporation Income Tax Returns Remaining subject to Audits

Endeavour has not yet filed its corporation income tax return for the period from January 13, 2012 (date of incorporation) through October 31, 2012.
 
Note 9 – Concentration of Credit Risk

Customers Concentrations

Sales concentrations for the year ended October 31, 2012 and 2011 are as follows:

   
Net Sales
for the Year Ended
 
   
October 31,
2012
   
October 31,
2011
 
Customer A
    57 %     38 %
Customer B
    43 %     25 %
Customer C
    - %     16 %
Customer D
    - %     15 %
      100 %     95 %

A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s results of operations and financial condition.

Note 10 – Foreign Operations

The Company’s operations are substantially carried out in the United Kingdom (“UK”).  Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the UK.  The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.

Note 11 – Subsequent Events

The Company has evaluated all events that occurred 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.
 
 
F-18

 
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer Mr. Mark Hunter who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  

Based on the foregoing, Mr. Hunter concluded that as of and for the year ended October 31, 2012, our disclosure controls and procedures are not effective due to the Company’s limited internal audit functions.  Due to the size and nature of the Company, segregation of all conflicting duties may not always be possible or economically feasible.  However, to the extent possible, the Company plans to implement procedures to assure the initiation of transactions, the custody of assets the recording of transactions and the approval of reports will be performed by separate individuals. The Company believes that the foregoing steps will remediate the significant deficiency identified above, and the Company continue to monitor the effectiveness of these steps and make any changes that management deems appropriate.  The Company does not believe that the impact of the limitations are material as the Company compensates for the lack of segregation of duties by employing close involvement of management day to day operations and outsourcing to financial consultants.

Management's Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Management, including our principal executive officer Mr. Mark Hunter who is also our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of and for the year ended October 31, 2012.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. As a result of this assessment, Mr. Hunter concluded that, as of and for the year ended October 31, 2012, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year ended October 31, 2012.

The conclusion that our internal control over financial reporting was not effective was due to the presence of the weaknesses identified above with respect to our disclosure controls and procedures. We anticipate effective internal control over financial reporting once we rectify our deficiencies in our disclosure controls and procedures. However, due to the limited size of our operations and the fact that our sole director and officer approves and carries out all the transactions and reviews and approves all reports, the impact of the ineffective internal control over our financial reporting is immaterial.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

 
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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table presents information with respect to our officers, directors and significant employees as of the date of this Report:

Name and Address
 
Age
 
Date First Elected or Appointed
 
Position(s)
             
Mark Hunter
 
41
 
January 27, 2012
 
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
 
Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Background of officers and directors

The following is a brief account of the education and business experience during at least the past five years of our sole officer and director, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Mark K. Hunter – Director, CEO, CFO, Secretary and Treasurer

Mark Hunter was appointed director and sole officer on January 27, 2012. Prior to this appointment, Mr. Hunter had spent 17 years providing equity and debt financing to businesses in the UK small and medium sized enterprise market place. As Investment Director for YFM Equity Partners (formerly YFM Venture Finance Limited), a private equity and venture capital investor, Mr. Hunter was responsible for making investment decisions in and assisting a number of companies in which YFM had equity investments in the UK. These investments included the purchase and subsequent AIM listing of Pressure Technologies Plc. Along with his investment management role, Mark held a position on the Venture Finance Investment Approval Committee of YFM. Other responsibilities at YFM included investment appraisal, portfolio management, value creation, investor relations, reporting and compliance. Immediately prior to joining YFM Venture Finance he completed a Master’s Degree in Business Administration at the University of Leeds with a specialization in corporate strategy in the small and medium sized enterprise market place. His early career was spent predominantly with Barclays Bank Group providing debt finance to UK small and medium sized enterprises. Mr. Hunter is also a Senior Officer in the British Army Reserve and holds the Territorial Decoration. Mr. Hunter was chosen as a director of the Company based on his success with development stage companies.

Board Leadership Structure and Role in Risk Oversight
 
Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to partially combine these roles.  Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions partially combined.
 
Our sole director is primarily responsible for overseeing our risk management processes.  The sole director receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The sole director focuses on the most significant risks facing us and our general risk management strategy, and also ensures that risks undertaken by us are consistent with the sole director’s appetite for risk. While the sole director oversees the Company, our management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code as we develop our business.

Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

 
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Involvement in Certain Legal Proceedings

During the past ten years, none of our officers, directors, promoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

Director Independence

Our common stock is quoted on the OTC bulletin board interdealer quotation system, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our director, Mark K. Hunter, is also our chief executive officer, chief financial officer, secretary and treasurer and therefore, is not independent.

ITEM 11: EXECUTIVE COMPENSATION

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2012 and 2011 awarded to, earned by or paid to our executive officers.

Name and Principal
Position
 
Year
 
Salary
   
Bonus
Awards
   
Stock
Awards
   
Other Incentive
Compensation
   
Non-Equity
Plan
Compensation
   
Nonqualified
Deferred
Earnings
   
All
Other
Compensation
   
Total
 
       
($)
   
($)
   
($)
   
($)
   
($)
   
($)
   
($)
   
($)
 
                                                     
Mark Hunter (1)   2012     188,414       0       0       0       0       0       0       188,414  
CEO, President,   2011     N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
CFO, Treasurer,                                                                    
Secretary, Director                                                                    
                                                                     
Nikolay Koval (2)   2012     0       0       0       0       0       0       0       0  
Chief Executive Officer,   2011     0       0       0       0       0       0       4,800       4,800  
President                                                                    
                                                                     
Ravilya Islyntieva (3)   2012     0       0       0       0       0       0       0       0  
Chief Financial Officer,   2011     0       0       0       0       0       0       4,800       4,800  
Treasurer & Secretary                                                                    
____________
(1) Mr. Koval resigned as an officer effective January 27, 2012 and as a director effective on March 1, 2012.
(2) Mrs. Islyntieva resigned an officer effective January 27, 2012 and as a director effective on March 1, 2012.
(3) Mr. Hunter was appointed director and officer on January 27, 2012.

Directors’ Compensation

The persons who served as members of our board of directors, including executive officers did not receive any compensation for services as director for 2012 and 2011.

Grants of Plan Based Awards and Outstanding Equity Awards at Fiscal Year-End

We have not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers since inception.

Long-Term Incentive Plan

Currently, we do not have a long-term incentive plan in favour of any director, officer, consultant or employee of our Company.

Committees of the Board of Directors

Due to our size, we have not formally designated a nominating committee, an audit committee, a compensation committee, or committees performing similar functions.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our Board of Directors.
 
 
16

 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of January 29, 2013 and as of the date of this Report: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of January 29, 2013, there were 9,000,000 shares of our common stock outstanding:

   
Name of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
   
Percentage of Beneficial Ownership
 
Title of Class
 
Directors and Officers:
   (1)    
%
 
                   
Common
 
Mark K. Hunter
1 City Square, Leeds, England UK lS1 2ES
    6,000,000       66.66  
                     
Common
 
All executive officers and directors as a group (one person)
    6,000,000       66.66  


Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of January 29, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of January 29, 2013, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Our former President advanced $2,198 to us for working capital purposes during the period ended October 31, 2010, which was subsequently forgiven by the former President.
 
Our former President advanced an additional $23,460 to us for the period from November 1, 2011 through January 27, 2012, which was subsequently forgiven by the former President.
 
Other than disclosed above, we do not have any other related transactions.
 
 
17

 
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the years ended October 31, 2012, and 2011, we engaged Li and Company, P.C., as our independent auditor. For the years ended October 31, 2012, and 2011, we incurred fees as discussed below:

   
Fiscal Year Ended
 
   
October 31, 2012
   
October 31, 2011
 
             
Audit fees and auditors’ review fees
  $ 15,500     $ 10,500  
Audit – related fees
  $ 1,350     $ -  
Tax fees
  $ 1,000     $ 1,050  
All other fees
  $ -     $ -  

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.

 
18

 

PART IV
 
ITEM 15. EXHIBITS

EXHIBITS
 
Exhibit No.
 
Document Description
     
3.1
 
Articles of Incorporation (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
3.2
 
Bylaws (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
10.1
 
Service Contract with G-Force Productions dated March 11, 2010 (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
10.2
 
Independent Contractor Agreement with Urban Bliss Solutions dated December 3, 2010 (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
10.3
 
Independent Contractor Agreement with Haydon Development dated April 25, 2011 (incorporated by reference to our registration statement on Form S-1/A filed on April 29, 2011)
10.4
 
Affiliate Stock Purchase Agreement dated January 27, 2012 between Mark K. Hunter and Nikolay Koval (incorporated by reference to our current report on Form 8-K filed on February 6, 2012)
10.5
 
Affiliate Stock Purchase Agreement dated January 27, 2012 between Mark K. Hunter and Ravilya Islyntieva (incorporated by reference to our current report on Form 8-K filed on February 6, 2012)
10.6
 
Promissory Note delivered to Bay Capital A. G. dated March 23, 2012 (incorporated by reference to our current report on Form 8-K filed on February 27, 2012)
10.7
 
Promissory Note delivered to Bay Capital A. G. dated June 10, 2012 (incorporated by reference to our quarterly report on Form 10-Q filed on June 19, 2012)
10.8
 
Agreement of Sale of Finishing Touches Home Goods Inc. registered in Ontario, Canada, dated June 14, 2012 (incorporated by reference to our quarterly report on Form 10-Q filed on June 19, 2012)
10.9
 
Promissory Note delivered to Bay Capital A. G. dated July 26, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 29, 2012)
21.1
 
List of subsidiaries (incorporated by reference to our registration statement on Form S-1/A filed on November 27, 2012)
31
 
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32
 
Certification of the Chief Executive Officer and Chief Financial Officerpursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS **
 
XBRL Instance Document
101.SCH **
 
XBRL Taxonomy Extension Schema Document
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
_______
*
Filed herewith.
 
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
19

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 29, 2013.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Finishing Touches Home Goods Inc. and in the capacities and on the dates indicated.

 
  FINISHING TOUCHES HOME GOODS INC.  
       
Date: January 29, 2013
By:
/s/ Mark Hunter  
    Mark Hunter  
    Chief Executive Officer, Chief Finance Officer, Secretary, Treasurer and Director (Principal Executive and Principal Financial and Accounting Officer and Director)  
       

 
20