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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
Commission file number: 333-179118
Introbuzz
(Exact Name of Registrant as Specified in its Charter)
Nevada 26-2568892
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3960 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (800) 972-6017
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined by Rule 405 of the Securities Act. Yes [ ] No [X}
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X}
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X} No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X}
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X}
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X} No [ ]
For the year ended December 31, 2012, the issuer had no revenues.
As of February 6, 2013 the company was traded on the OTCBB under the symbol
IBZZ.
The number of shares outstanding of the issuer's common stock, $.001 par value,
as of April 1, 2013 was 7,086,000 shares.
Introbuzz
Form 10-K Annual Report
Table of Contents
PART I
Item 1. Business 3
Item 1A. Risk Factors 7
Item 1B. Unresolved Staff Comments 10
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Mine Safety Disclosures 10
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 10
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Change in and Disagreements with Accountants on Accounting
and Financial Disclosure 13
Item 9A Controls And Procedures 14
Item 9B. Other Information 15
PART III
Item 10. Directors, Executive Officers, and Corporate Governance 15
Item 11. Executive Compensation 16
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder 16
Item 12. 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
Signatures 19
2
FORWARD LOOKING STATEMENT INFORMATION
Certain statements made in this Annual Report on Form 10-K are "forward-looking
statements" regarding the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. Our plans and objectives are based, in part,
on assumptions involving judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond our control. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors set
forth herein under the headings "Business," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Risk Factors".
We undertake no obligation to revise or update publicly any forward-looking
statements for any reason. The terms "we", "our", "us", or any derivative
thereof, as used herein refer to Introbuzz.
PART 1
ITEM 1. BUSINESS
CORPORATE BACKGROUND
Introbuzz was incorporated in the State of Nevada on May 1, 2008 under the same
name. Since inception, Introbuzz has not generated revenues and has accumulated
losses from inception (May 1, 2008) in the amount of $85,706 as of audit date
December 31, 2012. Introbuzz has never been party to any bankruptcy,
receivership or similar proceeding, nor has it undergone any material
reclassification, merger, consolidation, purchase or sale of a significant
amount of assets not in the ordinary course of business.
Introbuzz has yet to commence principle planned operations; Introbuzz has
commenced only minimal operations and has not generated revenues. The Company
will not be profitable until it derives sufficient revenues and cash flows from
services.
Introbuzz's administrative office is located at 3960 Howard Hughes Parkway,
Suite 500, Las Vegas, Nevada 89169.
Introbuzz's fiscal year end is December 31.
BUSINESS OVERVIEW
The intent of Introbuzz is to be a social network based on the premise that
personal networks are valuable. Social networks are web based services that
allow individuals to post a profile and link their profile to other friends and
organizations. To date, social networks such as Linkedin.com and Facebook.com
have generated enormous popularity. Social Networks have largely been a
"personal branding" exercise or for pure entertainment to see what friends or
associates are doing.
Introbuzz plans to be a social network that is also based on showing the types
of people you are connected with and are associated. However, it's also based on
the idea that people should, and will pay to get in touch with people you know.
Furthermore, money or donations act as a convenient reason to get in touch with
people who can benefit your career or enhance one's life.
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Introbuzz can also be compared to what happens at a charity auction when people
pay thousands to have lunch with a celebrity. However, with Introbuzz, anyone
who knows anyone is a mini celebrity and social capital is valued. We believe
that people will pay for introductions that are meaningful since it can save or
create significant value to someone's life such as to find the right executive,
nanny, software developer - or even the right squash player as examples. Instead
of paying for a lunch that neither party wants to eat, parties can get down to
business knowing that their time has been valued.
INTROBUZZ PLANS TO SERVE THREE MAIN GROUPS OF PEOPLE:
SEEKERS, who want to meet people.
MAVENS, who know a lot of people
TARGETS, who are people that other people want to meet.
For CONNECTION SEEKERS -- Introbuzz will allow people seeking meaningful
connections, be it for professional (I'd like to sell you something), personal
business (I need a good lawyer) or romance (do you know any single guys I can
meet?) to do so by paying a fee. In doing so, we believe it removes the need to
explain yourself, as you are allowing your wallet to speak for what you feel
would be a good use of time.
For MAVENS - people who know lots of people; Introbuzz allows people to generate
revenue based on:
a) Who they know (I can introduce you to the CEO of Company XYZ)
b) What they know (I'm the CEO of company XYZ. For "X" dollars, I'll
grant a meeting)
For TARGETS - people who are of value to meet; Introbuzz plans to provide a
meaningful filter and introduction mechanism. Rather than meeting someone just
because someone thinks it's a good idea, Targets know immediately that their
time or connection is valuable.
TECHNOLOGY/PRODUCT DEVELOPMENT
Introbuzz plans to offer the following functionality for the initial launch of
network.
FUNCTIONALITY
User Interface
* Search mechanism
* Name
* Occupation
* Bio
* Age
* Admin module for featured connections and mavens
* Registration
* Listing Associates
* Name, Industry, description
* Optional: "list as", biography, estimated rate, estimated
availability (pulldown: email / phone / in person meeting)
* Option to invite associates (button to right)
* Upload your outlook address book
Invitations
* Getting invited by a Friend (someone you are linked with through
Introbuzz)
* Getting invited by an Acquaintance (someone you know, but you aren't
on Introbuzz)
* Getting invited by a stranger (Introbuzz emails someone who isn't on
Introbuzz and invites them)
* Getting invited by an Introbuzz address book
* Requesting an invitation
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* Message systems for coordinating permissions
* Agree to be introduced
* Agree pending more info
* Agree to payment terms
* Decline to be introduced
Payments
* Payment systems for
* Securely storing payment data
* Spitting payments
* Paying non profits
* User inbox
* Paying for the Introbuzz
Other
* Executing the Introbuzz and leaving feedback
* Feedback -- this person
* Featured introductions
* Paying for connections
* Paid associations (linked to "my causes")
* Looking for connections
* Terminating a connection
MARKETING
This section details our sales and marketing strategies during the next twelve
months following placement of our offering.
The following is an overview of the company's planned marketing activities
during this timeframe.
POSITIONING:
* For mavens: YOUR SOCIAL AND PROFESSIONAL NETWORK IS VALUABLE. Don't
give it away.
* For targets: CREATE A FILTER FOR PEOPLE WHO NEED TO MEET YOU MOST -
AND MAKE MONEY FOR CHARITY Does someone really need to meet you?
* For seekers: ONE PERSON CAN CHANGE YOUR LIFE. WOULDN'T YOU AGREE?
* For the mass public: ISN'T INTROBUZZ THAT PLACE WHERE YOU CAN PAY TO
MEET A CELEBRITY?
* INTROBUZZ IS LOOKING TO BENEFIT GREAT CAUSES BY ALLOWING PEOPLE WHO
HAVE A LOT OF PEOPLE SEEKING TIME AND MEETINGS TO CREATE DONATIONS FOR
GREAT CAUSES.
The following summarizes the strategies and tactics Introbuzz plans to use to
generate its revenue goals.
1. Strategy: ENROLL NON-PROFIT MEMBERSHIP NETWORKS. Introbuzz plans to
generate revenue that can be applied to non-profits which, in turn,
can also be a major marketing tool. For example, the Sierra Club has a
large membership and even more people are part of college alumni
groups. All of these groups rely on their members to generate
donations, and in many ways, these non-profits rely on social capital
to keep donations flowing. Today, people may make donations to help
causes, but to also meet other people who are part of the group.
Introbuzz would formalize that process by
a. Offering "Featured Non-profits" the ability to receive reduced
rates in exchange for introducing their networks
b. Providing a "Non-profit ticker" that shows the total amounts
raised for each non profit
c. Generating news and PR coverage of donations via Introbuzz
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2. Strategy: MAKE VIRAL MARKETING HAPPEN THROUGH SEAMLESS INVITES:
Introbuzz planned business is built on being able to easily upload
your contacts and notify people about Introbuzz. Asking permission to
list someone, inviting someone, or suggesting to someone that they
join Introbuzz are all valid reasons for enlisting new members.
Introbuzz hopes to attract and invite members utilizing the following tactics:
a. Users will be encouraged to invite their entire address book through
easy to use tools - i.e. "Would you like to import your outlook or
other address book and have Introbuzz invite people to your network?"
b. Users will be encourage to upload "Connections I am seeking
c. Users will be encouraged to confirm details such as rate and
availability which will cause targets to learn about Introbuzz.
MARKETING GOALS AND MARKET POSITIONING PRINCIPLES WE PLAN TO INITIATE AND CARRY
THROUGH AS A VISION FOR LONG-TERM SUCCESS IN THE MARKETPLACE.
Market place positioning we want to avoid as a long-term goal:
* Just another social network . . . . .
* As competing directly with LinkedIn or Facebook
ENROLL CELEBRITIES: Introbuzz plans to provide a natural platform to enable
celebrities to raise money for causes in a seamless, meaningful and hassle
free-way. Typical charity auction type of activities such as "lunch with
celebrity" X or "A lesson with sports pro Y" can be transacted over Introbuzz.
Beyond the typical time intensive activities, however, Introbuzz can offer a
less time consuming yet perhaps equally meaningful interaction: For example;
* A professional football athlete could receive an email of your son's
passing action and provide feedback.
* A celebrity pop singer can offer feedback on an aspiring music stars'
new song
* A business consultant can review your company's situation and provide
business advice
* A golf professional can review a video of your golf swing and emailing
you back their opinion.
Athletes/Celebrities such as the above most likely don't need the money.
However, their legacy is important to them, and in offering themselves
electronically, they can save significant time in addition to generating more
money for their favorite causes. We hope that the newness and novel nature of
the Introbuzz concept will be newsworthy while pitching the story to mass media
outlets along with easy to digest examples (ie celebrities action, plus quotes
from commons folks).
GROWTH STRATEGY OF THE COMPANY
Introbuzz intends to launch a social network based on the premise that YOUR
NETWORK IS VALUABLE AND NOT SOMETHING YOU GIVE AWAY. Our goal is not to be known
as "just another social network" and not as a competitor of existing social
networks, but rather an alternative with benefits.
Current social network sites are based on advertising. They typically do not
value your privacy or your network and are based only on driving more users or
friends, regardless of "value". The social networks have been successfully built
using a business model of more users = more advertising revenue.
We plan to provide a new opportunity in the social network marketplace that is
built on introducing people in your network instead of simply "showing off" your
network. Introbuzz's planned operations are based on the premise that to reach
people in your network, you should have to pay a fee either to the person
introducing and/or to the person you wish to meet. The fee can be directly
donated to charity, or received as cash. The groups of people seeking this type
of network are as follows:
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CONNECTION SEEKERS: We define this group as people who currently pay to attend
trade shows to meet customers and in essence pay to meet key people to their
business. On Introbuzz, they could do so with searches such as "Media Buyer",
"Software Purchasing" or "Real Estate Developer". If they were looking to
connect with someone who worked at Starbucks to learn how to work with the
company you would search for "Star Bucks Marketing".
For people's personal lives, a cash bounty serves as a filter and an attention
getter to find the right person who won't waste your time:
* Sports - "Squash beginner Seattle" or "Training partner for marathon"
* Fanatics - "Chevy vintage parts" or someone looking for tickets - ie
"Seattle Seahawks"
* Romance - "Seeking woman with no kids, Civil war buff, Dave Matthews
fan, over 5'8". Most people's idea of a perfect mate is detailed and
is difficult to find.
FOR INFORMATION HOUNDS: This group of people we define as individuals who seek
information more than the connection with a person and would pay to get
information that is meaningful to their business or life experiences. This is
similar to "Yahoo Answers"
Life experiences: "I'm looking to pay "X" dollars to find someone who"
* Traveled wine country in New Zealand
* How to raise twins in an urban professional household Business
experiences:
* Looking for information on running a local print directory in Denver
* Looking for information on running a milk farm in Kazakhstan
MAVENS: This group of people PROVIDES CONNECTIONS TO MULTIPLE PEOPLE. They
aren't seeking to make new friends or associates -- Their network is full of
great people, and if anything, they've made a practice of introducing people at
no cost just to remain connected. However, Introbuzz provides a gateway to
monetizing this network of people they've spent a lifetime building.
* Real estate agents - connecting contractors and homeowners,
* Small business owners - accountants, contractors, network technicians,
attorneys, graphics people, marketing agents
* Salespeople - They know hundreds, if not thousands of people, not all
of which are valuable or target customers, but could be an extremely
valuable to others.
* Stock brokers - could offer their clients to be part of their
Introbuzz network to meet new people
* Anyone's "Ppersonal Service" network - landscapers, handymen, dry
cleaners, massage therapy, maids,
FOR EXPERTS (TARGETS)
* These people are celebrities, hold a position of power (i.e. director
of purchasing), or are simply very popular people. They are introduced
to SEEKERS by MAVENS. They can use Introbuzz as a filter for finding
"who means business" when they want to be introduced, and often use
the proceeds to benefit a non-profit.
ITEM 1A. RISK FACTORS
RISKS ASSOCIATED WITH OUR COMPANY:
MARLON SANCHEZ, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
TIME NECESSARY TO DIRECT THE PRIMARY OPERATIONS OF THE BUSINESS. HE DOES NOT
HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS INVOLVED IN OTHER BUSINESS ACTIVITIES.
THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE
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MAY HAVE. THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS,
RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.
Our business plan does not provide for the hiring of any additional employees on
a full-time basis until revenue will support the expense. Until that time, the
responsibility of developing the company's business and fulfilling the reporting
requirements of a public company all fall upon Marlon Sanchez. While Mr. Sanchez
has business experience including management, he does not have experience in a
public company setting, including serving as a principal accounting officer or
principal financial officer. We have not formulated a plan to resolve any
possible conflict of interest with his other business activities. In the event
he is unable to fulfill any aspect of his duties to the company we may
experience a shortfall or complete lack of revenue resulting in little or no
profits and eventual closure of the business.
MARLON SANCHEZ'S LACK OF EXPERIENCE IN MANAGEMENT OF REPORTING COMPANIES.
Mr. Sanchez does not have experience in running a public company that is a
reporting company with the Securities and Exchange Commission. This lack of
experience may cause delayed filings; this increases the risk of being delisted
by FINRA because of late filings, and this may result in being subjected to
civil penalties and having the market price of the Company's common stock
decrease in value due to these and other factors related to lack of experience
with reporting companies. The Company will not be required to provide
management's report on the effectiveness of our internal controls over financial
reporting until our second annual report. In addition, the Company will be
exempt from the auditor attestation requirements concerning any such report so
long as we are a smaller reporting company.
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY.
Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control over. Factors that may
cause our operating results to fluctuate significantly include: our inability to
generate enough working capital from future revenues, our ability to hire key
personnel. After we launch our site the factors include: the level of acceptance
by the public, competitive landscape with competitors, general economic
conditions, and potential liability concerns associated with privacy issues. The
Company may face a risk of liability for violation of privacy laws or other laws
if our members sell the personal contact information of "targets," such as
celebrities or other prominent individuals through our network without the
target's permission. Furthermore, in regards to privacy issues; the Company will
include in the website a disclosure that "The distribution or sale of
information gained through the companies' network is forbidden and any such
distribution or sale of information is not authorized by the Company. No member
of our network may use contacts and information they obtain on our network and
distribute or sell that information to those outside the network."
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, THE COMPANY HAS GENERATED NO REVENUES
AND DOES NOT HAVE AN OPERATING HISTORY.
The Company was incorporated on May 1, 2008; we have not yet commenced our full
scale business operations and we have not yet realized any revenues. We have
minimal operating history upon which an evaluation of our future prospects can
be made. Based upon current plans, we expect to incur operating losses in future
periods as we incurred significant expenses associated with the initial startup
of our business. Further, we cannot guarantee that we will be successful in
realizing revenues or in achieving or sustaining positive cash flow at any time
in the future. Any such failure could result in the possible closure of our
business or force us to seek additional capital through loans or additional
sales of our equity securities to continue business operations.
RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS AUDITOR'S
GOING CONCERN.
As shown in the financial statements accompanying this prospectus, Introbuzz has
had no revenues to date and has incurred only losses since its inception. The
Company has had no operations and has been issued a "going concern" opinion from
our accountants, based upon the Company's reliance upon the sale of our common
stock as the sole source of funds for our future operations.
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WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS.
Introbuzz has limited capital resources. To date, the Company has funded its
operations from limited funding including our recently completed private
placement and has not generated sufficient cash from operations to be
profitable. Unless Introbuzz begins to generate sufficient revenues to finance
operations as a going concern, Introbuzz may experience liquidity and solvency
problems.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES.
We have not generated any revenue to date from operations. In order for us to
continue with our plans and operating our business the timing of the completion
of the milestones is needed to commence operations and generate revenues. There
can be no assurance that we will generate revenues or that revenues will be
sufficient to maintain our business.
OUR CONTINUED OPERATIONS DEPEND ON THE MARKETS ACCEPTANCE OF OUR SERVICE. IF THE
MARKET DOES NOT FIND OUR SERVICE DESIRABLE AND SUITABLE FOR THEIR USE AND WE
CANNOT ESTABLISH A MEMBERSHIP BASE, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES,
WHICH COULD RESULT IN A FAILURE OF OUR BUSINESS.
The ability to offer a service that the market accepts and is willing to use is
critically important to our success. We cannot be certain that the service we
offer will be accepted by the market. As a result, there may not be any demand
and our revenue stream could be limited and we may never realize any revenues.
In addition, there are no assurances that the Company will generate revenues in
the future even if we alter our marketing efforts and pursue alternative revenue
generating services in the future.
THE LOSS OF THE SERVICES OF MARLON SANCHEZ COULD SEVERELY IMPACT OUR BUSINESS
OPERATIONS AND FUTURE DEVELOPMENT OF OUR BUSINESS MODEL, WHICH COULD RESULT IN A
LOSS OF REVENUES.
Our performance is substantially dependent upon the professional expertise of
our President, Marlon Sanchez. If he were unable to perform his services, this
loss of the services could have an adverse effect on our business operations,
financial condition and operating results if we are unable to replace his with
another individual qualified to develop our planned operations and market our
services. The loss of his services could result in a loss of revenues.
THE SOCIAL NETWORKING MARKETPLACE IS HIGHLY COMPETITIVE. IF WE CAN NOT DEVELOP
AND MARKET DESIRABLE SERVICES THAT THE MARKET AND INDIVIDUALS ARE WILLING TO
PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS MAY BE
ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY REVENUES.
Introbuzz has many potential competitors in the web based social networking
marketplace. We consider the competition is competent, experienced, and they
have greater financial and marketing resources than we do at the present. Our
ability to compete effectively may be adversely affected by the ability of these
competitors to devote greater resources to the marketing of their services than
are available to us.
Some of the Company's competitors also offer a wider range of services; have
greater name recognition and more extensive customer bases than the Company.
These competitors may be able to respond more quickly to new or changing
opportunities, undertake more extensive marketing activities, and adopt more
aggressive pricing policies than the Company. Moreover, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to enhance their visibility. The Company
expects that new competitors or alliances among competitors have the potential
to emerge and may acquire significant market share. Competition existing, and
future competitors could result in an inability to secure adequate membership
numbers sufficient to support Introbuzz's endeavors. Introbuzz cannot be assured
that it will be able to compete successfully against present or future
competitors or that the competitive pressure it may face will not force it to
cease operations.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company does not own any property at the present time and has no agreements
to acquire any property. Our executive office is located at 3960 Howard Hughes
Parkway, Suite 500, Las Vegas, Nevada 89169. We believe that this space is
adequate for our needs at this time, and we believe that we will be able to
locate additional space in the future, if needed, on commercially reasonable
terms.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
(A) MARKET INFORMATION. As of February 6, 2013 the company was traded on the
OTCBB under the symbol IBZZ.
(B) HOLDERS. As of April 1, 2013, there were 31 record holders of all of our
issued and outstanding shares of Common Stock.
(C) DIVIDEND POLICY
We have not declared or paid any cash dividends on our Common Stock and do not
intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on our earnings, if any, our capital requirements and financial
condition and such other factors as the Board of Directors may consider.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to
provide the information required by this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements in this report and elsewhere (such as in other filings by the
Company with the Securities and Exchange Commission ("SEC"), press releases,
presentations by the Company of its management and oral statements) may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended to
identify these forward-looking statements. Actual results may materially differ
from any forward-looking statements. Factors that might cause or contribute to
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such differences include, among others, competitive pressures and constantly
changing technology and market acceptance of the Company's products and
services. The Company undertakes no obligation to publicly release the result of
any revisions to these forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
The following and milestones are based on the estimates made by management. The
costs associated with operating as a public company are included in all our
budgeted scenarios and management is responsible for the preparation of the
required documents to keep the costs to a minimum.
0-3 MONTHS
Estimated expenditures this quarter - $16,000
Management plans to evaluate and hire a web designer(s) to assess, critique, and
fine-tune our current network site. Work is also planned for mapping-out the
site structure for anticipated increases in site traffic. Currently, our
President Mr. Sanchez, is responsible for these duties and he will continue to
help work on these matters even after we hire a web designer(s). We have
budgeted $6,000 to pay for the cost of hiring a web designer(s) either part-time
or contracted. The Company has budgeted $6,625 to cover enhancing programming
fees. We anticipate that this person will be hired on a part-time or contract
basis. Late this quarter we plan to begin writing the code in anticipation that
we will launch our site during the next quarter. We have budgeted $2,000 to
address this cost. The cost for the Company to keep in compliance is budgeted
for $1,250 and Office Supplies for the quarter are $125. Our overall goal for
this timeframe is to continue to fine-tune and prepare our network site for
launch on the World Wide Web during the second quarter of 2013.
4-6 MONTHS
Estimated expenditures this quarter - $11,000
During this timeframe the Company plans to enhance our web site and the design.
We also plan to finalize and revise the code for a World Wide Web beta launch.
We will initiate and begin the marketing plan and incorporate it into the web
site and we have budgeted $2,000 for this expense. The Company has budgeted
$3,625 to cover the programming fees for revising codes. In addition, we have
budgeted $1,500 to cover the costs of the Software Engineer for enhancements.
During this quarter we plan to begin marketing and identify possible joint
venture opportunities with other companies and web sites. We have budgeted
$2,500 to address this cost. The cost for the Company to keep in compliance is
budgeted for $1,250 and Office Supplies for the quarter are $125. Our goal for
during this timeframe is to launch our network site on the World Wide Web.
7-9 MONTHS
Estimated expenditures this quarter - $9,500
By this stage of planned operations we anticipate the need to revise and further
develop our features. We plan to organize and develop affiliate marketing
programs and continue with current marketing efforts. We also plan to initiate a
two-year marketing plan utilizing a commissioned sales force. The Company has
budgeted $2,125 to cover the programming fees for the further development of
features in our web site. In addition, we have budgeted $1,500 to cover the
costs of the Software Engineer. During this quarter we plan to continue our
marketing efforts and we have budgeted $1,500 to address this cost. We have
budgeted $1,000 for tailoring the site in an effort to support marketing. The
cost for the Company to keep in compliance is budgeted for $3,250 and Office
Supplies for the quarter are $125. ur goal for this timeframe is to solidify the
launch of our network site through software operational efficiency and
marketing.
11
10-12 MONTHS
Estimated expenditures this quarter - $6,500
By the fourth quarter of operations we hope to have approximately six months of
launch operations to analyze. We plan to evaluate our marketing value coupled
with our revenue generating effectiveness and address any deficiencies and make
adjustments. We have budgeted $1,000 for this expense. During this timeframe we
plan to finalize our two-year marketing and business plan. The Company has
budgeted $1,625 to cover the programming fees. During this quarter we plan to
continue our marketing efforts and we have budgeted $1,000 to address this cost.
The cost for the Company to keep in compliance is budgeted for $1,250 and Legal
is budgeted at $1,500. Office Supplies for the quarter are $125. Our goal for
this timeframe is to finalize the framework for a two-year business plan based
on our endeavors to date.
RESULTS OF OPERATIONS
The Company has earned no revenue or profits to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The Company incurred a net loss of $85,706 from the date of inception
(May 1, 2008) until the year end December 31, 2012.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its expenses and costs thus far through an equity
investment by one of its shareholders. Introbuzz's received a Notice of
Effectiveness on its filing Form S-1 from the Securities and Exchange Commission
on June 1, 2012 to offer on a best-efforts basis a minimum of 1,000,000 and a
maximum of 2,000,000 shares of its common stock at a fixed price of $0.05 per
share.
Introbuzz closed its offering on August 15, 2012 having raised $54,300 by
placing 1,086,000 through its offering.
As of December 31, 2012, the Company incurred a loss in the amount of $16,879.
The year's loss is a result of organizational expenses and expenses associated
with setting up a Company structure in order to begin implementing our planned
operations. The Company anticipates that until these procedures are completed,
it will not generate revenues, and may continue to operate at a loss thereafter.
Management has been successful in raising $54,300 in funds from its offering and
if we begin to generate profits, we will increase our marketing and sales
activity accordingly.
The Company may continue to operate at a loss for an indeterminate period
thereafter, depending upon the performance of its business. In the process of
carrying out its business plan, the Company will continue to identify new
financial partners and investors. However, it may determine that it cannot raise
sufficient capital in the future to support its business on acceptable terms, or
at all. Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to the Company or at all. The company is
authorized to issue 10,000,000 shares of common stock.
We have no known demands or commitments and are not aware of any events or
uncertainties as of December 31, 2012 that will result in or that are reasonably
likely to materially increase or decrease our current liquidity.
CAPITAL RESOURCES
We had no material commitments for capital expenditures as of December 31, 2012.
12
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2012, we have no off-balance sheet arrangements such as
guarantees, retained or contingent interest in assets transferred, obligation
under a derivative instrument and obligation arising out of or a variable
interest in an unconsolidated entity.
CRITICAL ACCOUNTING POLICIES
We prepare our financial statements in conformity with GAAP, which requires
management to make certain estimates and assumptions and apply judgments. We
base our estimates and judgments on historical experience, current trends and
other factors that management believes to be important at the time the financial
statements are prepared and actual results could differ from our estimates and
such differences could be material. We have identified below the critical
accounting policies which are assumptions made by management about matters that
are highly uncertain and that are of critical importance in the presentation of
our financial position, results of operations and cash flows. Due to the need to
make estimates about the effect of matters that are inherently uncertain,
materially different amounts could be reported under different conditions or
using different assumptions. On a regular basis, we review our critical
accounting policies and how they are applied in the preparation our financial
statements.
FINANCIAL INSTRUMENTS
The Company's balance sheet includes certain financial instruments, in this case
cash. The carrying amount of current assets approximate their fair value because
of the relatively short period of time between the origination of these
instruments and their expected realization and do not require management to make
an estimate as of December 31, 2012.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information required by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the index to the Financial Statements below, beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our financial statements were previously audited by the firm of Peter Messineo,
CPA ("PM"). In December 2012 Peter Messineo, CPA merged into the firm known as
DKM Certified Public Accountants ("DKM"). DKM has not audited or reviewed our
most recent annual filings or any interim financial statements. In April 2013
the agreement of DKM and PM was terminated. The successor firm named, Messineo &
Co, CPAs, LLC is a continuation of our original registered audit firm, which had
a name change from Peter Messineo, CPA to Messineo & Co, CPAs, LLC, to better
reflect the firms structure.
There have been no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure with
DKM Certified Public Accountants or Messineo & Co, CPAs, LLC.
13
ITEM 9A. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our president and chief financial
officer, carried out an evaluation of the effectiveness of our "disclosure
controls and procedures" (as defined in the Exchange Act Rules 13a-15(e) and
15-d-15(e)) as of the end of the period covered by this report (the "Evaluation
Date"). Based upon that evaluation, the chief executive and chief financial
officer concluded that as of the Evaluation Date, our disclosure controls and
procedures are ineffective to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act (i) is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms and (ii) is accumulated and communicated to our
management, including our chief executive and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.
(B) 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 Rule 13a-15(f) under the
Exchange Act). Our management assessed the effectiveness of our internal control
over financial reporting as of December 31, 2012. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2012, our
internal control over financial reporting is not effective based on these
criteria. Material weaknesses noted by our management include lack of a
functioning audit committee; lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; inadequate segregation
of duties consistent with control objectives and affecting the functions of
authorization, recordkeeping, custody of assets, and reconciliation; and,
management dominated by a single individual/small group without adequate
compensating controls.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report."
(C) LIMITATIONS ON SYSTEMS OF CONTROLS
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error or fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. To address the material weaknesses identified
in our evaluation, we performed additional analysis and other post-closing
procedures in an effort to ensure our financial statements included in this
annual report have been prepared in accordance with generally accepted
accounting principles. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.
(D) MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we plan to initiate, the
following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
14
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We will work as quickly as possible to implement these initiatives; however, the
lack of adequate working capital and positive cash flow from operations will
likely slow these implementations.
(E) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that
occurred during the last fiscal quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
On January 10, 2013 an 8-K was filed regarding notice of a Change in
Registrant's Certifying Accountant
On April 29, 2013 an 8-K was filed regarding notice of Departures of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officer
On April 29, 2013 an 8-K was filed regarding notice of a Change in Registrant's
Certifying Accountant
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth information concerning our officers and directors
as of December 31, 2012:
Name Age Title
---- --- -----
Kenneth Carter 43 President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, and Director.
Our officers and directors are elected to hold office until the next annual
meeting of shareholders and until their respective successors have been elected
and qualified, or until prior resignation or removal.
BUSINESS EXPERIENCE
KENNETH CARTER - PRESIDENT, SECRETARY, TREASURER AND DIRECTOR - Chief Executive
Officer, Blaque Technology, from December 2009 - present. Blaque Technology is a
marketing, promotions, web building/trafficking, and entertainment casting
company based in Las Vegas, Nevada. From 2006 - November 2009; Mr. Carter was
the Chief Executive Officer of DreamCat Technology Network, Las Vegas, Nevada.
DreamCat Technology provides internet marketing and programming. The Company
also developed and provides programming and ring tone software. From 2005 to
2006 Mr. Carter was the West Coast General Manager of Directional Concepts.
Directional Concepts is an advertising firm and Mr. Carter was the West Coast
General Manager of the entertainment division and the "Sign Spinning" campaign
15
which catered to major home builders. Brand Manager, Aarow Advertising,
2004-2005. The firm offers advertising and Mr. Carter developed a "Sign Spinning
Campaign" that appeared at the NBA All Star Weekend and BET Awards
Mr. Carter has not held directorship during the past five years in any
publically traded company.
COMPENSATION AND AUDIT COMMITTEES
As we only have two board members and given our limited operations, we do not
have separate or independent audit or compensation committees. Our Board of
Directors has determined that it does not have an "audit committee financial
expert," as that term is defined in Item 407(d)(5) of Regulation S-K. In
addition, we have not adopted any procedures by which our shareholders may
recommend nominees to our Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers
and persons who beneficially own more than ten percent of our Common Stock
(collectively, the "Reporting Persons") to report their ownership of and
transactions in our Common Stock to the SEC. Copies of these reports are also
required to be supplied to us. To our knowledge, during the fiscal year ended
December 31, 2012 the Reporting Persons complied with all applicable Section
16(a) reporting requirements.
CODE OF ETHICS
We have not adopted a Code of Ethics given our limited operations. We expect
that our Board of Directors following a merger or other acquisition transaction
will adopt a Code of Ethics.
ITEM 11. EXECUTIVE COMPENSATION
Kenneth Carter was an officer and a director at year end December 31, 2012. Mr.
Carter did not receive any regular compensation for his services rendered on our
behalf. Mr. Carter did not receive any compensation during the year ended
December 31, 2012.
No officer or director is required to make any specific amount or percentage of
her business time available to us.
DIRECTOR COMPENSATION
We do not currently pay any cash fees to our directors, nor do we pay director's
expenses in attending board meetings.
EMPLOYMENT AGREEMENTS
We are not a party to any employment agreements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information as of December 31, 2012
regarding the number and percentage of our Common Stock (being our only voting
securities) beneficially owned by each officer, director, each person (including
any "group" as that term is used in Section 13(d)(3) of the Exchange Act) known
by us to own 5% or more of our Common Stock, and all officers and directors as a
group.
16
Title of Name, Title and Address of Amount of Beneficial Currently
Class Beneficial Owner of Shares (1) Ownership (2) Outstanding
----- ------------------------------ ------------- -----------
Common Kenneth Carter (1) 6,000,000 85%
President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Treasurer, and Director
All officers and Directors as a Group 6,000,000 85%
----------
1. The address of our executive officer, director and beneficial owner c/o
Introbuzz 8220 Defiance Avenue, Las Vegas, Nevada 89129.
2. As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of a security).
Unless otherwise indicated, we have been advised that all individuals or
entities listed have the sole power to vote and dispose of the number of shares
set forth opposite their names. For purposes of computing the number and
percentage of shares beneficially owned by a security holder, any shares which
such person has the right to acquire within 60 days of December 31, 2012 are
deemed to be outstanding, but those shares are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other security holder.
We currently do not maintain any equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Our Board of Directors consists of Marlon Luis Sanchez. He is not independent as
such term is defined by a national securities exchange or an inter-dealer
quotation system.
Various related party transactions are reported throughout the notes to our
financial statements and should be considered incorporated by reference herein.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the purpose of disclosure, we consider the firms of Peter Messineo, CPA, DKM
Certified Public Accountants and Messineo & Co., CPA's LLC to be the same firm
and our only independent registered public accounting firm.
AUDIT FEES
Aggregate audit fees billed by Peter Messineo CPA,DKM Certified Public
Accountants and Messineo & Co CPAs LLC in 2012 and 2011 totaled $8,300 and
$3,500, respectively.
AUDIT-RELATED FEES
Aggregate audit-related fees billed by Peter Messineo CPA and DKM Certified
Public Accountants in 2012 totaled $0 and $0, respectively.
TAX FEES
Aggregate tax fees billed by Peter Messineo CPA and DKM Certified Public
Accountants in 2012 totaled $0 and $0, respectively.
PRE-APPROVAL POLICY
We do not currently have a standing audit committee. The above services were
approved by our Board of Directors.
17
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
1. FINANCIAL STATEMENTS. The following financial statements and the report of
our independent registered public accounting firm, are filed herewith.
* Report of Independent Registered Public Accounting Firm ( (Messineo &
Co., CPA's LLC Certified Public Accountants; April 29, 2013)
* Balance Sheet at December 31, 2012
* Statements of Operations for the year ended December 31, 2012 and for
the cumulative period from May 1, 2008 (Inception) to December 31,
2012
* Statements of Changes in Shareholders' Deficiency for the period from
May 1, 2008 (Date of Inception) to December 31, 2012
* Statements of Cash Flows for the year ended December 31, 2012, and for
the cumulative period from May 1, 2008 (Date of Inception) to December
31, 2012
* Notes to Financial Statements
2. FINANCIAL STATEMENT SCHEDULES.
Schedules are omitted because the information required is not applicable or the
required information is shown in the financial statements or notes thereto.
3. EXHIBITS INCORPORATED BY REFERENCE OR FILED WITH THIS REPORT.
Exhibit No. Description
----------- -----------
31.1 Chief Executive Officer Certification pursuant to section 302 of
the Sarbanes-Oxley Act of 2002*
32.1 Chief Executive Officer Certification pursuant to section 906 of
the Sarbanes-Oxley Act of 2002.*
101 Interactive Data Files pursuant to Regulation S-T
----------
* Included herewith
18
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Introbuzz
Date: April 29, 2013 By: /s/ Marlon Luis Sanchez
---------------------------------------------
Marlon Luis Sanchez, President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date: April 29, 2013 By: /s/ Marlon Luis Sanchez
---------------------------------------------
Marlon Luis Sanchez, Chief Executive Officer,
President and Director
(Principal Executive Officer)
Date: April 29, 2013 By: /s/ Marlon Luis Sanchez
---------------------------------------------
Marlon Luis Sanchez, Chief Financial Officer,
Principal Accounting Officer, Secretary,
Treasurer and Director
(Principal Financial and Accounting Officer)
19
[LETTERHEAD OF MESSINEO & CO, CPAs LLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders:
Introbuzz, Inc.
Las Vegas, Nevada
We have audited the balance sheets of Introbuzz, Inc., a development stage
company, as of December 31, 2012 and 2011 and the related statement of
operations, changes in stockholder's equity (deficit), and cash flows for the
years ended December 31, 2012 and 2011 and for the period May 1, 2008 (date of
inception) through December 31, 2012. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements were free of material misstatement. The Company was 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
were 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, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements, referred to above, present fairly, in
all material respects, the financial position of Introbuzz, Inc. as of December
31, 2012 and 2011, and the results of its operations and its cash flows for the
year ended December 31, 2012 and 2011 and for the period May 1, 2008 (date of
inception) through December 31, 2012, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred a loss in the current year and
has a history of recurring losses, has not generated revenue, has not emerged
from the development stage, and may be unable to raise further funds through
equity or other traditional financing. These factors raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Messineo & Co. CPAs LLC
-----------------------------------
Messineo & Co. CPAs LLC
Clearwater, Florida
April 29, 2013
F-1
Introbuzz, Inc.
(A Development Stage Company)
Balance Sheets
December 31, December 31,
2012 2011
---------- ----------
ASSETS
Current Assets
Cash and cash equivalents $ 45,033 $ 15
---------- ----------
Total Current Assets 45,033 15
Intangible assets, net of accumulated amortization of
$39,467 and $30,867, respectively 3,533 12,133
---------- ----------
TOTAL ASSETS $ 48,566 $ 12,148
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 12,133 $ 3,500
Accrued interest on shareholder debt -- 5,170
Loans from shareholder -- 47,000
---------- ----------
Total Current Liabilities 12,133 55,670
Stockholders' Equity (Deficit)
Common stock: 10,000,000 authorized; $0.001 par value,
7,086,000 and 6,000,000 shares issued and outstanding 7,086 6,000
Additional paid in capital 115,053 --
Accumulated deficit during development stage (85,706) (49,522)
---------- ----------
Total Stockholders' Equity (Deficit) 36,433 (43,522)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 48,566 $ 12,148
========== ==========
See auditor's report and notes to the audited financial statements
F-2
Introbuzz, Inc.
(A Development Stage Company)
Statements of Operations
May 1, 2008
For the Year Months Ended (inception)
December 31, through
------------------------------- December 31,
2012 2011 2012
---------- ---------- ----------
Revenues $ -- $ -- $ --
---------- ---------- ----------
OPERATING EXPENSES
Professional 13,000 3,500 18,500
General and administrative 9,946 -- 11,931
Research and development 4,285 -- 10,285
Depreciation and amortization 8,600 8,600 39,467
---------- ---------- ----------
Total operating expenses 35,831 12,100 80,183
---------- ---------- ----------
NET LOSS FROM OPERATIONS (35,831) (12,100) (80,183)
OTHER INCOME (EXPENSE)
Interest expense (353) (1,410) (5,523)
Income taxes -- --
---------- ---------- ----------
NET LOSS $ (36,184) $ (13,510) $ (85,706)
========== ========== ==========
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 6,345,140 6,000,000
========== ==========
See auditor's report and notes to the audited financial statements
F-3
Introbuzz, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
Additional
Common Stock Paid in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
BALANCE AS OF MAY 1, 2008 -- $ -- $ -- $ -- $ --
Common shares issued:
May 1, 2008, to founders for cash 6,000,000 6,000 -- 6,000
Net loss (9,319) (9,319)
--------- ------- --------- --------- --------
BALANCE AS OF DECEMBER 31, 2008 6,000,000 6,000 -- (9,319) (3,319)
Net loss (16,650) (16,650)
--------- ------- --------- --------- --------
BALANCE AS OF DECEMBER 31, 2009 6,000,000 6,000 -- (25,969) (19,969)
Net loss (10,043) (10,043)
--------- ------- --------- --------- --------
BALANCE AS OF DECEMBER 31, 2010 6,000,000 6,000 -- (36,012) (30,012)
Net loss (13,510) (13,510)
--------- ------- --------- --------- --------
BALANCE AS OF DECEMBER 31, 2011 6,000,000 6,000 -- (49,522) (43,522)
Common shares issued:
Cash, September 6, 2012, at $.05/share 1,086,000 1,086 53,214 -- 54,300
Forgiveness of debt to shareholders,
including accrued interest -- -- 61,839 -- 61,839
Net loss (36,184) (36,184)
--------- ------- --------- --------- --------
BALANCE, DECEMBER 31, 2012 7,086,000 $ 7,086 $ 115,053 $ (85,706) $ 36,433
========= ======= ========= ========= ========
See auditor's report and notes to the audited financial statements
F-4
Introbuzz, Inc.
(A Development Stage Company)
Statements of Cash Flows
May 1, 2008
For the Year Months Ended (inception)
December 31, through
------------------------------- December 31,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (36,184) $ (13,510) $ (85,706)
Adjustment to reconcile Net Income to net
cash provided by operations:
Depreciation and amortization 8,600 8,600 39,467
Changes in assets and liabilities:
Accounts payable 8,633 3,500 12,133
Accrued interest to shareholders 353 1,410 5,523
Shareholder advances 9,316 -- 9,316
---------- ---------- ----------
Net Cash Used in Operating Activities (9,282) -- (19,267)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development of intangible assets -- -- (43,000)
---------- ---------- ----------
Net Cash Used in Investing Activities -- -- (43,000)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties -- -- 47,000
Issuance of common stock 54,300 -- 60,300
---------- ---------- ----------
Net Cash Provided by Financing Activates 54,300 -- 107,300
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 45,018 -- 45,033
Cash and cash equivalents, beginning of period 15 15 --
---------- ---------- ----------
Cash and cash equivalents, end of period $ 45,033 $ 15 $ 45,033
========== ========== ==========
Supplemental cash flow information
Cash paid for interest $ -- $ -- $ --
========== ========== ==========
Cash paid for taxes $ -- $ -- $ --
========== ========== ==========
Non-cash transactions:
Forgiveness of debt and accrued interest, shareholder $ 61,839 $ -- $ 61,839
========== ========== ==========
See auditor's report and notes to the audited financial statements
F-5
Introbuzz, Inc.
Notes to the Financial Statements
For the Years Ended December 31, 2011
1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Introbuzz, Inc. ("IBuzz" or the "Company") was incorporated in the State of
Nevada on May 1, 2008. IBuzz's was founded on the premise that personal networks
and contacts are valuable. Social networks are web based services that allow
individuals to post a profile and link their profile to other friends and
organizations. Social networks have largely been a "personal branding" exercise
or for pure entertainment, IBuzz is a referral service for introductions.
BASIS OF PRESENTATION
The Financial Statements and related disclosures have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC"). The
Financial Statements have been prepared using the accrual basis of accounting in
accordance with Generally Accepted Accounting Principles ("GAAP") of the United
States.
DEVELOPMENT STAGE COMPANY
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
USE OF ESTIMATES
The Financial Statements have been prepared in conformity with U.S. GAAP, which
requires using management's best estimates and judgments where appropriate.
These estimates and judgments affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. The estimates and judgments will also affect the
reported amounts for certain revenues and expenses during the reporting period.
Actual results could differ materially from these good faith estimates and
judgments.
FINANCIAL INSTRUMENTS
The Company's balance sheet includes certain financial instruments. The carrying
amounts of current assets and current liabilities approximate their fair value
because of the relatively short period of time between the origination of these
instruments and their expected realization.
Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value
as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the
measurement date.. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an
entity's own assumptions about market participant assumptions developed based on
the best information available in the circumstances (unobservable inputs). The
fair value hierarchy consists of three broad levels, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
F-6
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
* Level 1 - Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted assets
or liabilities
* Level 2 - Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or liabilities
in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted
prices that are observable for the asset or liability (e.g., interest
rates); and inputs that are derived principally from or corroborated
by observable market data by correlation or other means.
* Level 3 - Inputs that are both significant to the fair value
measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2012. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values due to the short-term nature of these
instruments.
The Company applied ASC 820 for all non-financial assets and liabilities
measured at fair value on a non-recurring basis. As of December 31, 2012 the
fair values of the Company's financial instruments approximate their historical
carrying amount.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes all cash deposits and highly liquid financial
instruments with a maturity of three months or less.
ACCOUNTS RECEIVABLE, CREDIT
The Company currently has not generated any revenue from operations. The Company
will be charging for referral fees at the time a referral is placed. Fee for
referral will be based on a negotiation between third parties. There is no
subscription base for belonging to the group. Billings will occur at the point
of referral transmission and collection on customer accounts through credit
cards or direct payments. The Company does not issue credit on services
provided, therefore there will be no accounts receivable. No allowance for
doubtful accounts is considered necessary to be established for amounts that may
not be recoverable, since there has been no credit issued.
SOFTWARE DEVELOPMENT COSTS AND CAPITAL TECHNOLOGY
The Company accounts for software development costs in accordance with several
accounting pronouncements, including FASB ASC 730, Research and Development,
FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software
to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs.
The Company has capitalized the cost of the proprietary website technology,
purchased from unrelated third party developers. Additional costs to customize,
modify and betterment to the existing product was charged to expense as it was
incurred
Capitalized software costs are stated at cost. The estimated useful life of
costs capitalized is currently being amortized over five years. Amortization is
computed on a straight line basis. The carrying amount of all long-lived assets
is evaluated periodically to determine if adjustment to the amortization period
or the unamortized balance is warranted. Based upon its most recent analysis,
the Company believes that no impairment of the proprietary software existed at
December 31, 2011.
F-7
LONG-LIVED ASSETS AND INTANGIBLE PROPERTY:
Long-lived assets such as property, equipment and identifiable intangibles are
reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets
to be held and used are recognized based on the fair value of the asset. The
fair value is determined based on estimates of future cash flows, market value
of similar assets, if available, or independent appraisals, if required. If the
carrying amount of the long-lived asset is not recoverable from its undiscounted
cash flows, an impairment loss is recognized for the difference between the
carrying amount and fair value of the asset. When fair values are not available,
the Company estimates fair value using the expected future cash flows discounted
at a rate commensurate with the risk associated with the recovery of the assets.
The Company did not recognize any impairment losses for any periods presented.
SHARE-BASED PAYMENTS
Share-based payments to employees, including grants of employee stock options
are recognized as compensation expense in the financial statements based on
their fair values, in accordance with FASB ASC Topic 718. That expense is
recognized over the period during which an employee is required to provide
services in exchange for the award, known as the requisite service period
(usually the vesting period). The Company had no common stock options or common
stock equivalents granted or outstanding for all periods presented. The company
may issue shares as compensation in the future periods for employee services.
The Company may issue restricted stock to consultants for various services. Cost
for these transactions will be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. The value of the common stock is to be measured at the
earlier of (i) the date at which a firm commitment for performance by the
counterparty to earn the equity instruments is reached or (ii) the date at which
the counterparty's performance is complete. The company has not issue shares
during the periods presented, however it anticipates that shares may be issued
in the future.
REVENUE RECOGNITION
The Company recognizes revenue on arrangements in accordance with FASB ASC No.
605, Revenue Recognition. In all cases, revenue is recognized only when the
price is fixed or determinable, persuasive evidence of an arrangement exists,
the service is performed and collectability is reasonably assured.
The Company has not issued guarantees or other warrantees on the success or
results of references paid. The Company has no history and has not experienced
any refund requests or committed to any adjustments for failed references. The
Company does not believe that there is any required liability.
ADVERTISING
The costs of advertising are expensed as incurred. Advertising expense was $0
for the years ended December 31, 2012 and 2011. Advertising expenses, when
incurred are to be included in the Company's operating expenses.
RESEARCH AND DEVELOPMENT
The Company expenses research and development costs when incurred. Research and
development costs include engineering and testing of product and outputs.
Indirect costs related to research and developments are allocated based on
percentage usage to the research and development. Research and development costs
were $4,285, $0 and $10,285 for the years ending December 31, 2012 and 2011 and
for the period from inception through December 31, 2012, respectively.
F-8
INCOME TAXES
The Company accounts for income taxes under the Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes
("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. 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. Under
ASC 740, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share calculations are determined by dividing net
income (loss) by the weighted average number of shares outstanding during the
year. Diluted earnings (loss) per share calculations are determined by dividing
net income (loss) by the weighted average number of shares. The Company does not
have any potentially dilutive instruments and, thus, anti-dilution issues are
not applicable.
RECENT ACCOUNTING PRONOUNCEMENTS
We have reviewed all the recently issued, but not yet effective, accounting
pronouncements and we do not believe any of these pronouncements will have a
material impact on the Company.
2. GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet emerged from its
development stage, has not established an ongoing source of revenues sufficient
to cover its operating cost, and may require additional capital to commence and
fully implement its operating plan. The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable to obtain
adequate capital, it could be forced to cease operations. These factors raise
substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan to obtain such resources
for the Company include: sales of equity instruments; traditional financing,
such as loans; and obtaining capital from management and significant
stockholders sufficient to meet its minimal operating expenses. However,
management cannot provide any assurance that the Company will be successful in
accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient
additional funds when needed or that such funds, if available, will be
obtainable on terms satisfactory to the Company. In addition, profitability will
ultimately depend upon the level of revenues received from business operations.
However, there is no assurance that the Company will attain profitability. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
F-9
3. INTANGIBLE ASSETS
INTANGIBLE ASSETS
The Company has capitalized the cost of acquiring their technology for internal
and external use. The purchase price was valued at the agreed upon price with
the unrelated party. Acquired software costs consist of the following, as of
December 31:
December 31, December 31,
2012 2011
-------- --------
Website $ 43,000 $ 43,000
Less accumulated amortization 39,467 30,867
-------- --------
$ 3,533 $ 12,133
======== ========
Future amortization:
2013 $ 3,533
2014 and thereafter --
--------
$ 12,133
========
Amortization expense was $8,600, $8,600 and $39,467 for the year ended December
31, 2012 and 2011 and for the period May 1, 2008 (date of inception) through
December 31, 2012, respectively.
4. INCOME TAXES
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.
The Company has not recognized an income tax benefit for its operating losses
generated from operations, based on uncertainties concerning its ability to
generate taxable income in future periods. The tax benefit for the periods
presented is offset by a valuation allowance established against deferred tax
assets arising from operating losses and other temporary differences, the
realization of which could not be considered more likely than not. In future
periods, tax benefits and related deferred tax assets will be recognized when
management considers realization of such amounts to be more likely than not.
Deferred tax assets resulted from the net operating losses generated by the
Company. The Company provides for income taxes, for the periods ended December
31, is as follows:
2012 2011
-------- --------
Current provision
Income tax provision (benefit) at
statutory rate $(12,300) $ (4,600)
State income tax expense (benefit),
net of federal benefit (1,300) (500)
-------- --------
Subtotal (13,600) (5,100)
Valuation allowance 13,600 5,100
-------- --------
$ -- $ --
======== ========
F-10
Under the Internal Revenue Code of 1986, as amended, these losses can be carried
forward twenty years. As of December 31, 2012 the Company has net operating loss
carry forwards in the amount of approximately $86,000, which begin to expire in
2028.
The Company is currently open to audit under the statute of limitations by the
Internal Revenue Service for the year ending December 31, 2009. The Company
recognizes interest and penalties related to income taxes in income tax expense.
The Company had incurred no penalties and interest for the years ended December
31, 2012 and 2011.
5. RELATED PARTY TRANSACTIONS
LOANS FROM SHAREHOLDER
In support of the Company's efforts and cash requirements, it is relying on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. Amounts represent advances or amounts paid in
satisfaction of certain liabilities as they come due. The advances are
considered temporary in nature and have not been formalized by a promissory
note. Notes are considered payable on demand and is non-interest bearing. The
Company owed $0 and $47,000 to its sole shareholder as of December 31, 2012 and
2011, respectively. Interest has been imputed and accrued at a rate of 3%, as
management believes that interest expense would be material and therefore
accrued. Interest expense recognized on these related party loans was $1,410 and
$353 for the years ended December 31, 2012 and 2011, respectively. Accrued
interest totaled $0 and $5,170 as of December 31, 2012 and 2011, respectively.
In March 2012 the sole shareholder and director waived the re-payment of the
above $47,000 debt, including $5,523 of accrued interest. Additionally, certain
advances or payments on behalf of the Company, totaling $9,316, were made by the
sole shareholder and director in support of continuing activities. In December
2012, the Company's obligation to repay these debts was also forgiven. The total
forgiven, in the cumulative amount of $61,839, was recognized as a contribution
to capital.
The majority shareholder has pledged his support to fund continuing operations;
however there is no written commitment to this effect. The Company is dependent
upon the continued support of this member.
The Company utilizes space provided by the majority shareholder without charge.
Rent was $0 for all periods presented.
The Company does not have an employment contract with its key employee, the sole
shareholder who is the Chief Executive Officer.
The amounts and terms of the above transactions may not necessarily be
indicative of the amounts and terms that would have been incurred had comparable
transactions been entered into with independent third parties.
6. EQUITY
The total number of shares of capital stock which the Company shall have
authority to issue is ten million (10,000,000) common shares with a par value of
$.001, of which 6,000,000 have been issued to the founder. In September 2012,
the Company successfully raised $54,300 through the sale of 1,086,000 common
shares. Common shareholders will have one vote for each share held.
F-11
No holder of shares of stock of any class is entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.
There are no preferred shares authorized or outstanding. There have been no
warrants or options issued or outstanding.
7. CONTINGENCIES
Some of the officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
From time to time the Company may become a party to litigation matters involving
claims against the Company. Management believes that there are no current
matters that would have a material effect on the Company's financial position or
results of operations.
F-1
