Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - SKOOKUM SAFETY SOLUTIONS CORP. | v426625_ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - SKOOKUM SAFETY SOLUTIONS CORP. | v426625_ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended August 31, 2015 | |
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _________ to ________ | |
| Commission file number: 333-178464 |
| Skookum Safety Solutions Corp. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 05-0554762 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
1528 Brookhollow Drive, Suite 100 Santa Ana, CA |
92705 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: (714) 581-4335
E09 Calle Jacarandas, Urbanizacion Los Laureles, Escazu San Jose, Costa Rica
(Former name and former address, if changed since last Report)
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Name of each exchange on which registered |
| none | not applicable |
|
Securities registered under Section 12(g) of the Exchange Act:
|
| Title of class |
| None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨
Indicate by checkmark 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 ¨ No x
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 (§ 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 ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| ¨ Large accelerated filer | ¨ Accelerated filer |
| ¨ Non-accelerated filer | x Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not Available.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 23,000,000 shares as February 15, 2016.
TABLE OF CONTENTS
| 2 |
Company Overview
We were incorporated as “Skookum Safety Solutions Corp.” (“Skookum”) on October 19, 2010, in the State of Nevada for the purpose of developing, manufacturing, and selling home health products specifically for the treatment of symptoms associated with Gastroesophogeal Reflux Disease (GERD) and other maladies in both children and adults.
On June 18, 2015, our board of directors approved a forward split of 1 to 10 in which each shareholder will be issued 10 common shares in exchange for 1 common share of their currently issued common stock. A record date of June 18, 2015 was established and FINRA was provided ten days’ notice prior to the effective date pursuant to Rule 10b-17 of the Securities and Exchange Act of 1934, as amended. New stock certificates will be issued upon surrender of the shareholders’ old certificates.
On July 6, 2015, we filed a Certificate of Change with the Nevada Secretary of State in connection with our forward split. A copy of the Certificate of Change is filed herewith as Exhibit 3.1.
In connection with the forward split, we have the following new CUSIP number 83084M 205. FINRA provided an effective date of July 17, 2015 for the forward split. Once effective, our common stock will be quoted under the symbol “SKSKD” for a period of 20 trading days. After 20 trading days, our common stock will resume trading under the symbol “SKSK.”
On September 22, 2015, Skookum Safety Solutions Corp. (the “Company”), the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers, 22,980,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 99.9% of the issued and outstanding shares of the Company, for an aggregate purchase price of $275,000 (the “Purchase Price”). On October 16, 2015, the closing of the transaction occurred (“Closing Date”).
Business of Company
As of August 31, 2015, the Company was engaged in the business of developing, manufacturing, and selling blocks designed to elevate the head of a bed or crib specifically for the treatment of symptoms associated with certain medical disorders in children and adults. These products were to be marketed to the doctors who treat these disorders, as well as the patients (and the parents of minor patients) who are afflicted by them. The Company was engaged in the process of developing our product design, seeking manufacturers, and planning marketing strategies. We had discussions with product designers, manufacturers, and marketing consultants regarding these activities, but we did not, however, enter into any oral or written agreement concerning the designing, manufacturing, or marketing of the products as of the date of this Annual Report.
On September 22, 2015, Skookum Safety Solutions Corp. (the “Company”), the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers, 22,980,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 99.9% of the issued and outstanding shares of the Company, for an aggregate purchase price of $275,000 (the “Purchase Price”). On October 16, 2015, the closing of the transaction occurred (“Closing Date”).
In connection with the change in control, the Company will cease to be engaged in the business of developing, manufacturing, and selling blocks designed to elevate the head of a baby or crib specifically for the treatment of symptoms associated with certain medical disorders in children and adults. Instead, the Company will be looking to implement a business plan to focus upon online business, online crowdfunding and online p2p loans.
In connection with the change of control, Company also changed the location of its executive offices to 1528 Brookhollow Drive, Suite 100, Santa Ana, CA 92705. The Company’s new telephone number is (714) 581-4335.
| 3 |
Intellectual Property
Once we determine the final design for our products, we intend to file for a patent on their unique designs. We will file for patent pending status as we design and develop designs for our products. We will apply for patent protection and/or copyright protection in the United States, Canada, and other jurisdictions.
We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product design, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.
While there can be no assurance that registered trademarks and patents will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.
Regulatory Matters
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the home medical products industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development, manufacture, and sale of our Product in the United States, Canada, and other jurisdictions are not subject to special regulatory and/or supervisory requirements.
Employees
We have no employees other than our Chief Executive Officer, Chief Financial Officer and Director, Larry Liu. He currently oversees all responsibilities in the areas of corporate administration, business development, and research. We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus.
Environmental Laws
We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
Our principal executive offices are located at 1528 Brookhollow Drive, Suite 100, Santa Ana, CA 92705. Our offices are adequate for our current needs.
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 4. Mine Safety Disclosures
Not applicable.
| 4 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
No Public Market for Common Stock
Our common stock is quoted on the OTCPinks operated by OTC Markets Group, Inc. under the symbol “SKSK.” There is not an active trading market for our stock.
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
Holders of Our Common Stock
As of February 15, 2016, we had 23,000,000 shares of our common stock issued and outstanding held by three (3) shareholders of record.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course of business, or;
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance under Equity Compensation Plans
We have not adopted an equity compensation plan.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
| 5 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Results of Operations for the Years Ended August 31, 2015 and 2014
Revenues
We are a development stage company and have generated no revenues since inception (October 19, 2010) to August 31, 2015. We do not anticipate significant revenues until we have completed and successfully sold our products and services in the market.
Operating Expenses
Operating expenses were $18,948 for the year ended August 31, 2015, as compared with $24,078 for the year ended August 31, 2014. Our operating expenses for the year ended August 31, 2015 consisted mainly of professional fees of $17,350, and general and administrative of $1,598. Our operating expenses for the year ended August 31, 2014 consisted mainly of professional fees of $19,661 and general and administrative of $4,417.
Net Loss
Our net loss for the year ended August 31, 2015 was $18,948, as compared with a net loss of $24,078 for the year ended August 31, 2014.
Liquidity and Capital Resources
As of August 31, 2015, we had total current assets of $134. Our total current liabilities as of August 31, 2015 were $33,604. We had a working capital deficit of $33,470 as of August 31, 2015.
Cash used in operating activities was $322 for the year ended August 31, 2015. Our net loss was the main contributing factor to our negative operating cash flow.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Going Concern
We have a deficit accumulated during the development stage of $133,696 as of August 31, 2015. Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we have no current source of revenue and a limited amount of working capital. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.
| 6 |
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.
Recently Issued Accounting Pronouncements
The Company has evaluated recent pronouncements through Accounting Standards Updates “ASU” 2012-03 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements Required by Article 8 of Regulation S-X:
Audited Financial Statements:
| 7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Skookum Safety Solutions Corp.
We have audited the accompanying balance sheet of Skookum Safety Solutions Corp. (the “Company”) as of August 31, 2015 and 2014, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. Management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based upon our audit the financial statements referred to above present fairly, in all material respects, the financial position of Skookum Safety Solutions Corp. as of August 31, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company is has earned limited revenue, has suffered net losses and has had negative cash flows from operating activities during the year ended August 31, 2015 and 2014 These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 7. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
/s/ KLJ & Associates, LLP
KLJ & Associates, LLP
Edina, MN
January 22, 2016
5201 Eden Avenue
Suite 300
Edina, MN 55436
630.277.2330
| F-1 |
SKOOKUM SAFETY SOLUTIONS CORP.
BALANCE SHEETS
| August 31, 2015 | August 31, 2014 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and equivalents | $ | 134 | $ | 466 | ||||
| TOTAL ASSETS | $ | 134 | $ | 466 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit) | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | 21,974 | $ | 14,989 | ||||
| Due to officer | 11,630 | - | ||||||
| Total Liabilities | 33,604 | 14,989 | ||||||
| Stockholders’ Equity | ||||||||
| Common Stock, $.001 par value, 30,000,000 shares authorized, 23,000,000 shares issued and outstanding, August 31, 2015 and 2014, respectively | 23,000 | 23,000 | ||||||
| Additional paid-in capital | 80,125 | 80,125 | ||||||
| Deficit accumulated | (136,595 | ) | (117,648 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (33,470 | ) | (14,523 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit) | $ | 134 | $ | 466 | ||||
See accompanying notes to financial statements.
| F-2 |
SKOOKUM SAFETY SOLUTIONS CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED AUGUST 31, 2015 AND 2014
| Year ended August 31, 2015 | Year ended August 31, 2014 | |||||||
| REVENUES | $ | - | $ | - | ||||
| EXPENSES | ||||||||
| Professional fees | 17,350 | 19,661 | ||||||
| General and administrative | 1,597 | 4,417 | ||||||
| TOTAL EXPENSES | 18,947 | 24,078 | ||||||
| LOSS FROM OPERATIONS | (18,947 | ) | (24,078 | ) | ||||
| PROVISION FOR INCOME TAXES | - | - | ||||||
| NET LOSS | $ | (18,947 | ) | $ | (24,078 | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | (0.01 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (as adjusted for 10:1 stock split | 23,000,000 | 23,000,000 | ||||||
See accompanying notes to financial statements.
| F-3 |
SKOOKUM SAFETY SOLUTIONS CORP.
STATEMENT OF STOCKHOLDERS’ EQUITY
| Common Stock | Additional paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, August 31, 2013 | 23,000,000 | $ | 23,000 | $ | 80,125 | $ | (93,570 | ) | $ | 9,555 | ||||||||||
| Net loss for the year ended August 31, 2014 | - | - | - | (24,078 | ) | (24,078 | ) | |||||||||||||
| Balance, August 31, 2014 | 23,000,000 | 23,000 | 80,125 | (117,648 | ) | (14,523 | ) | |||||||||||||
| Net loss for the period ended August 31, 2015 | - | - | - | (18,947 | ) | (18,948 | ) | |||||||||||||
| Balance, August 31, 2015 | 23,000,000 | $ | 23,000 | $ | 80,125 | $ | (136,595 | ) | $ | (33,470 | ) | |||||||||
See accompanying notes to financial statements.
| F-4 |
SKOOKUM SAFETY SOLUTIONS CORP.
STATEMENTS OF CASH FLOWS
| Year ended August 31, 2015 | Year ended August 31, 2014 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | (18,947 | ) | $ | (24,078 | ) | ||
| Adjustments to reconciled net loss to net cash used in operating activities: | ||||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in prepaid expenses | - | - | ||||||
| Increase (decrease) in accrued expenses | 6,985 | 7,039 | ||||||
| Increase (decrease) in due to officer | 11,630 | - | ||||||
| Net Cash Used in Operating Activities | (332 | ) | (17,039 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | - | - | ||||||
| Capital contribution | - | - | ||||||
| Net Cash Provided by Financing Activities | - | - | ||||||
| NET INCREASE (DECREASE) IN CASH | (332 | ) | (17,039 | ) | ||||
| Cash, beginning of period | 466 | 17,505 | ||||||
| Cash, end of period | $ | 134 | $ | 466 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION: | ||||||||
| Forgiveness of accrued officer compensation | $ | - | $ | - | ||||
See accompanying notes to financial statements.
| F-5 |
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2015
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Skookum Safety Solutions Corp. (‘Skookum” or “the Company”) was incorporated under the laws of the State of Nevada, U.S. on October 19, 2010. Skookum is developing a line of baby products. Skookum has not yet realized any revenues from its planned operations.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an August 31 fiscal year end.
Cash and Cash Equivalents
Skookum considers all highly liquid investments with maturities of three months or less to be cash equivalents. At August 31, 2015 and August 31, 2014, respectively, the Company had $134 and $466 of cash.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| F-6 |
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2015
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Foreign Currency
Skookum maintains both U.S. Dollar and Canadian Dollar bank accounts. The functional currency is the U.S. Dollar. Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction. Re-measurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations due to materiality. Monetary assets and liabilities denominated in Canadian Dollars are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in Canadian Dollars are translated at the average exchange rate.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of August 31, 2015.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for all the periods presented.
NOTE 2 – ACCRUED EXPENSES
Accrued expenses at August 31, 2015 and August 31, 2014 consisted of amounts due to the Company’s legal counsel, accountant and outside independent auditors.
| F-7 |
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2015
NOTE 3 – COMMON STOCK
The Company has 30,000,000 shares of $0.001 par value common stock authorized.
During the period ended August 31, 2011, the Company issued 1,500,000 shares of common stock at $0.02 per share to its founder for total cash proceeds of $30,000. Additionally, the Company issued 500,000 shares of common stock at $0.08 per share for total cash proceeds of $40,000.
During the year ended August 31, 2012, the Company issued 300,000 shares of common stock at $0.10 per share for total cash proceeds of $30,000. On July 19, 2012, a shareholder forgave a balance due of $3,125. The amount was recorded as contributed capital.
On July 17, 2015 the Company instituted a 10:1 forward stock split of shares of common stock.
As of August 31, 2015 there were 23,000,000 shares of common stock issued and outstanding.
NOTE 4 – INCOME TAXES
As of August 31, 2015, the Company had net operating loss carry forwards of approximately $133,696 that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the years ended August 31, 2015 and 2014:
| August 31, 2015 | August 31, 2014 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | 6,442 | $ | 8,186 | ||||
| Less: valuation allowance | (6,442 | ) | (8,186 | ) | ||||
| Net provision for Federal income taxes | $ | - | $ | - | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of August 31, 2015 and August 31, 2014:
| August 31, 2015 | August 31, 2014 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | 46,442 | $ | 40,000 | ||||
| Less: valuation allowance | (46,442 | ) | (40,000 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $133,696 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
| F-8 |
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2015
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 6 – RELATED PARTY TRANSACTIONS
During the year ended August 31, 2015 the majority shareholder of the Company advanced the Company $11,630 to fund the operations of the Company. The advances are non-interest bearing are due upon demand.
NOTE 7 – GOING CONCERN
Skookum has an accumulated deficit of $136,596 as of August 31, 2015. Skookum's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Skookum has no current source of revenue and a limited amount of working capital. Without realization of additional capital, it would be unlikely for Skookum to continue as a going concern. Skookum's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.
NOTE 8 – SUBSEQUENT EVENTS
On September 22, 2015, Skookum Safety Solutions Corp. (the “Company”), the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers, 22,980,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 99.9% of the issued and outstanding shares of the Company, for an aggregate purchase price of $275,000 (the “Purchase Price”). The majority shareholder forgave the amounts advanced to the Company during the year and this amount is considered contributed capital. On October 16, 2015, the closing of the transaction occurred (“Closing Date”).
| F-9 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being August 31, 2014. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
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 Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of August 31, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of August 31, 2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending August 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
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 an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Controls over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None
| 8 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following information sets forth the names, ages, and positions of our current directors and executive officers as of August 31, 2014.
| Name | Age | Principal Positions With Us | ||
| Natalie M. Rydstrom | 31 | President, Chief Executive Officer, Chief Financial Officer and Director |
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
Natalie M. Rydstrom - President, CEO, CFO and Director
Natalie M. Rydstrom has been President, CEO, CFO and Director of our company since July 26, 2012.
Natalie M. Rydstrom has been in marketing and public relations for the past 7 years. From 2008 to 2010 she was the owner and director of operations for Simply Events which is a Spanish based bespoke public relations and events company. She then accepted a short term contract to work for CNIS as their event director and public relations coordinator. From May 2011 to January 2012 she was the director of client services for the internet marketing agency called Obsidian Edge. Currently, Mrs. Ryndstrom is a journalist and the head news anchor for SportsBook Review Costa Rica. We believe her experience qualifies her to service as our officer and director.
Effective immediately upon the Closing of the transaction contemplated in the Stock Purchase Agreement, Nathalie Rystrom tendered her resignation as sole director and from all officer positions held in the Company.
Immediately effective upon the Closing of the transaction contemplated in the Stock Purchase Agreement, the following person was appointed as the Company’s sole executive officer and director. Directors are elected to hold offices until the next annual meeting of Shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.
| Name | Age | Principal Positions With Us | ||
| Yaojun “Larry” Lui | 39 | President, Chief Executive Officer, Chief Financial Officer and Director |
| 9 |
Yaojun (“Larry”) Liu (age 39)
Mr. Liu has been the Vice President of Kirin International Holdings, Inc. (“Kirin”) since December 2014 and was serving as a director of Kirin for a short period of time from March 2011 to April 2011. He was a partner in Global Law Office from March 2006 to December 2014. Prior to joining Global Law Office, he worked with Jingtian & Gongcheng, a renowned law firm in Beijing since December 2003. Mr. Liu was a senior project manager at the Investment Banking Headquarter of Haitong Securities Co., Ltd, one of the major investment banks in China, from May 2000 to September 2002. Mr. Liu obtained his Masters Degrees in Renmin University of China in 2001 and University of Sheffield in 2003. He is specialized in FDI, M&A, overseas listing, asset-backed-securitization and project financing, etc., and provides legal services to companies in both China and overseas.
Family Relationships
There are no family relationships between Mr. Liu and any previous officers or directors of the Company.
Term of Office
Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer, Yaojun (“Larry”) Liu, at the address appearing on the first page of this annual report.
| 10 |
Code of Ethics
As of August 31, 2015, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended August 31, 2015 and 2014.
| SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||||
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Natalie M. Rydstrom, President, CEO, CFO | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| and Director | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Former Rebecca Kyllo, President, CEO, CFO | 2015 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
| and Director | 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of August 31, 2015.
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | ||||||||||||||||||||||||||||||||||||
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | |||||||||||||||||||||||||||
| Natalie M. Rydstrom | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 11 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of February 17, 2016, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group:
| Title of class | Name and address of beneficial owner (1) | Amount of beneficial ownership |
Percent of class (2) |
|||||
| Common | Cathay Kylin International Investment Holding Group Limited (81.74%) (3) | 81.74 | % | |||||
| Thriving Future Limited (4) | 18.71 | % | ||||||
| Total of All Directors and Executive Officers: | ||||||||
| More Than 5% Beneficial Owners: | ||||||||
| None | ||||||||
| (1) | 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 shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. |
| (2) | The percent of class is based on 23,000,000 shares of the Company’s common stock issued and outstanding as of August 31, 2015. |
| (3) | Jianfeng Guo has sole voting and investment control with respect to the shares owned by Cathay Kylin International Holding Group Limited. |
| (4) | Yaojun “Larry” Liu has sole voting and investment control with respect to the shares owned byThriving Future Limited. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as stated in Executive Compensation, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements:
| Year Ended August 31, | Audit Services $ | Audit Related Fees $ | Tax Fees $ | Other Fees $ | ||||||||||||
| 2015 | $ | 10,500 | - | - | - | |||||||||||
| 2014 | $ | 10,500 | - | - | - | |||||||||||
| 12 |
PART IV
Item 15. Exhibits, Financial Statements Schedules
| (a) | Financial Statements and Schedules |
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
| (b) | Exhibits |
| Exhibit Number |
Description | |
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | Certificate of Change (2) | |
| 3.3 | Bylaws (1) | |
| 10.1 | Stock Purchase Agreement, dated September 22, 2015 (3) | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1+ | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101* | The following materials from the Company’s Annual Report on Form 10-K for the year ended August 31, 2015 formatted in Extensible Business Reporting Language (XBRL). |
| 101.INS * | XBRL Instance Document | |
| 101.SCH * | XBRL Taxonomy Schema | |
| 101.CAL * | XBRL Taxonomy Calculation Linkbase | |
| 101.DEF * | XBRL Taxonomy Definition Linkbase | |
| 101.LAB * | XBRL Taxonomy Label Linkbase | |
| 101.PRE * | XBRL Taxonomy Presentation Linkbase |
| (1) | Incorporated by reference to Registration Statement on Form S-1 filed on December 13, 2011 |
| (2) | Incorporated by reference to the Form 8-K filed on July 22, 2015 |
| (3) | Incorporated by reference to the Form 10-K filed on October 22, 2015 |
| * | Provided herewith |
| + | In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. |
| 13 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Skookum Safety Solutions Corp.
| /s/ Yaojun “Larry” Lui | |
| Yaojun “Larry” Lui | |
| President, Chief Executive Officer and Director | |
| February 17, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Yaojun “Larry” Lui | |
| Yaojun “Larry” Lui | |
| President, Chief Executive Officer and Director | |
| February 17, 2016 |
| 14 |