pb10ksb2006.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
ANNUAL
REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December
31,2006
Pebble
Beach Enterprises, INC.
a
Nevada corporation
(Name
of
small business issuer in its charter)
1200
Truxtun Avenue #130
Bakersfield,
CA 93301
(Address
of Principal Executive Offices) (Zip Code)
Issuer's
telephone number: (661) 327-0067
To
be
registered under Section 12(g) of The Securities Exchange Act of
1934:
Common
Stock, $0.001 par value
I.R.S.
Employer I.D. # 87-0733770
Check
whether the issuer (1) filed all reports required to be filed by section 13
or
15(d) of the Exchange Act during the past 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 [ ]
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment thereto. [X]
Revenues
for our most recent fiscal year: $21,607
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No__
Number
of
shares of common stoc of Pebble Beach Enterprises, INC. outstanding as of March
19, 2007: 40,000,000
Transitional
Small Business Disclosure Format (Check One): Yes [ ] No [X]
TABLE
OF CONTENTS
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Part
I
History
and Structure. We
were
incorporated in July of 2004 as Pebble Beach Enterprises, Inc. in the state
of
Nevada. From the date of incorporation until August of 2004, we were a
wholly-owned subsidiary of Fresh Veg Broker.com, Inc., a Nevada corporation,
having issued 40,000,000 shares to Fresh Veg - and not issuing any shares to
anyone else - in exchange for a real estate investment business plan which
we
valued at $0. The business plan is essentially identical to the description
of
our business disclosed below. The value of the business plan was determined
to
be $0 as only intellectual capital and property was being exchanged for the
shares, rather than any physical property, and it was difficult to determine
the
amount of human labor which went in to the creation of the plan.
Then,
in
August of 2004, we were spun off from Fresh Veg, and in that process the shares
held by Fresh Veg were distributed to its own shareholders on a pro rata basis,
making our shareholder base exactly the same as Fresh Veg’s shareholder
base.
The
business purpose of the spin-off was to separate three distinct, disparate
business plans so that different, separate entities could focus on each business
plan. Prior to the spin-off, there was a parent company - Fresh Veg - and two
subsidiaries. We were one of the two subsidiaries. Our business plan is for
a
real-estate investment firm, as described below. The business plan belonging
to
the other former subsidiary of Fresh Veg was for a commodities brokerage
business which specializes in buying commodities and re-selling them.
Additionally, our then-parent company had planned on acquiring a third
subsidiary which had certain technologies designed to assist medical insurance
companies in securely receiving hospital data. Therefore, it was determined
that
three business plans - each requiring vastly different types of energy, talent
and resources to operate - was too dispersing to be operated by one
conglomerate, and so the two subsidiaries, including us, were spun
off.
Subsequent
to our being spun off from Fresh Veg, Fresh Veg changed its name to Tiger Team
Technologies, Inc. officially on August 16, 2004, in order to better reflect
the
change in its business from a real estate investment business - which is the
business we inherited - to a company that dealt with certain technologies
designed to assist medical insurance companies in securely receiving hospital
data.
Our
website address is www.pebblebeachenterprises.com.
What
We
Do. We
are a
real estate investment corporation with three areas of operation: a) real estate
acquisition and re-sale; b) real estate development and re-sale; and c) real
estate consulting and joint ventures.
First
Area of Operation: Real Estate Acquisition and Re-sale
The
business model for our real estate acquisition and re-sale area of operation
begins with a search for properties in our geographic region of concentration:
central and coastal California. We look for either fully developed land with
residential, commercial or industrial structures already in place, or land
that
is vacant but with its infrastructure fully integrated - including grading
and
tract map completed; plumbing and other services available to the site; and
all
titles, liens, easements and other due diligence rights established and
uncontested. The size of the parcel is unimportant; we look for all sizes of
property, from 1/10th
of an
acre to over one thousand acres. Whether the land is fully developed and built,
or vacant but with completed infrastructure, we look for real estate that we
believe to be undervalued. Using no-interest loans from corporations controlled
by members of our management team, we purchase these undervalued lots and then
re-sell them as soon as practicable for a profit. The loan is paid off and
the
profit is retained in our account.
As
an
example of this business model, we purchased a house located in the Avalon
neighborhood of Bakersfield, California on February 24, 2005 for $200,655 and
sold it to two individuals through a real estate broker on March 31, 2005 for
$287,500, for a total recorded gross profit of $86,845. Adavco, Inc., a
corporation controlled and operated by our director, Annette Davis, lent us
$310,000 to make the purchase of the property, and we repaid Adavco the
principal amount, with all interest forgiven, which we are recording as paid-in
capital. Please see our financial statements.
Second
Area of Operation: Real Estate Development and Re-sale
Our
second area of operation, real estate development and re-sale, begins with
identifying properties of any size in our geographic region of concentration
we
believe are undervalued which are neither developed nor integrated into any
infrastructure. Typically, these properties are farmland or unused land in
a
rural area. We perform due diligence on the property - explained below - and
then, if we determine the property is feasible, we purchase the property using
a
loan from a corporation controlled by our sole Director Annette Davis, and
proceed to upgrade the land by integrating it with infrastructure. This process
of doing due diligence and upgrading the undeveloped land has several
steps:
First,
we
search the public records in order to perform proper due diligence on the
property. Owners of the underground mineral rights are identified, as are the
owners of the surface rights. Titles, deeds, liens, easements, any applicable
zoning variances and all other encumbrances and any other issues are enumerated.
Based upon a review of this due diligence, a determination is made as to whether
the project is feasible and the property is worth buying. If it is, we make
an
offer to purchase it.
Second,
upon purchasing the property, we upgrade it by creating an approved tract map,
the process for which starts when we prepare budgets and projections for
development, and then draw up an in-house study map. The study map becomes
a
tentative tract map which outlines the number of residential lots that will
fit
on the land. This tentative tract map is submitted to the relevant municipality
for approval.
It
is
during this time that we also prepare an Environmental Impact Report, if
applicable. This means we are mitigating all of the possible environmental
impacts that our project might create on the environment. Examples of
Environmental Impact Reports include a traffic impact study to investigate
the
effects that a new neighborhood being created would have on the aggregate
traffic in the surrounding area; an agricultural conversion study, to show
the
effect, if any, on overall agricultural land if the property in question was
converted to residential land; and air quality study, to look into how much
pollution might be created because of the new housing development. All of the
studies have to be addressed and all regulatory and municipal issues mitigated.
Often we might have to widen roads or add traffic signals, or give a certain
amount of money for each proposed house to an environmental club or agency
in
order to make the project suitable to all the regulatory and municipal
bodies.
Where
zoning is an issue, it is addressed at this juncture as well. Oftentimes,
agricultural farmland, which has a zoning designation of “agricultural”, has
already been given an alternative zoning designation, such as “residential” or
“commercial”, by the county or other municipality in which the agricultural
property sits. This alternative zoning designation is available as an option
to
the owners of the agricultural property if and when they wish to develop the
property. When a piece of agricultural property is being developed we generally
apply for the alternative zoning designation, which can take six to nine months.
However, occasionally we seek to change the alternative zoning designation
- for
example, when a piece of agricultural land is given the alternative zoning
of
“residential” but which we wish to develop as “commercial”. To change the
alternative zoning we have to apply for a General Plan Amendment zone change
with the city or county. Because each municipality is only allowed by law to
make GPA’s four times per year, it usually takes nine months or longer to be
approved for a GPA zone change.
Third,
we
continue to upgrade the property by integrating it with available
infrastructure, which will classify the property as “finished”, meaning ready to
build on. This final step of development consists of grading the land,
installing sewers, drains, curbs, gutters, utilities and streets. We tell the
construction crews where the entry and exit points for electric are. Once the
electric company, Pacific Gas & Electric, sends their plan to the engineer,
it is then forwarded to all the other utility companies, including cable, gas
and telephone, who then review the plan and try to construct their respective
plans around PG & E’s in order to use the same trench if possible. Complete
utility plans are a composite with all utilities shown in an overlay to PG
&
E’s.
Once
everything has been installed, tested and approved by all relevant governmental
bodies, the development is ready to be sold as finished lots.
Once
the
upgrading of the property is complete, large construction companies as well
as
local builders can be approached to negotiate a purchase and sales agreement
with Pebble Beach. When the project closes escrow Pebble Beach pays back the
loan and records the remainder as profit.
Third
Area of Operation: Consulting and Joint Ventures
Finally,
under those circumstances where we are not buying undeveloped land ourselves,
we
offer our services to third parties as real estate consultants, and we actively
seek to do joint ventures with owners of undeveloped land.
Under
this business model, we are not able to purchase the undeveloped land ourselves.
Either a) another firm has purchased the undeveloped land before we were able
to, or b) the owner of the undeveloped land refuses to sell the property to
us.
In
the
case of a) above, we offer our services as consultants to those buyers of
undeveloped land who are not familiar with all of the complex laws and
regulations relating to the performance of due diligence on any given piece
of
property in the central and coastal region of California.
Due
diligence on properties in our geographical area of concentration is complex
because California, and in particular the counties making up the central and
coastal regions of the state, have stringent requirements with regard to the
establishment not only of surface rights for any given piece of real estate,
but
the underground mineral rights as well, including rights to any oil, natural
gas, gemstones, etc. that may possibly be found below the surface on the
property. In order to build or develop on land, 75% of the mineral rights must
be obtained. These state, county and various municipal requirements include
the
careful establishment of the identities of the owners of both surface and
mineral rights to each piece of property. In many cases, this can often be
a
very complex matter because often the surface owner is not the same as the
mineral rights owner and furthermore, mineral rights owners tend to be
dispersed, having typically received these rights through such instruments
and
transactions as inheritance, legal settlements and judgments, etc. Adding
complexity is the fact that mineral rights may also be, and oftentimes are,
split among more than one party, and therefore a property may have multiple
mineral rights owners, none of whom may make themselves readily
known.
With
identification of the proper mineral rights and surface rights owners so
complex, we can offer our services as real estate consultants to those who
have
purchased a property without having done the proper due diligence first. We
can
help track down, through public records, the owners of both surface and mineral
rights, as well as identify and sort out liens, easements, titles, deeds, taxes
and any and all other issues related to the property. The inability to obtain
such rights is a significant impediment to development in the central and
coastal California. Most companies needing mineral rights waived cannot get
the
work done because they have no way of finding the mineral owners. We have the
ability to find and contact these individuals through our knowledge of Town
Hall
records and intimate knowledge with the local geography and demography. We
believe we can save time for companies by doing this research.
After
performing due diligence on the property, we can then offer our services as
development consultants, using our expertise in helping the buyers of the
property to prepare study maps and tract maps, and obtain the construction
work
necessary to grade the property and install infrastructure, including sewer
and
electric.
In
the
case of b) above, where we approach an owner of undeveloped land and the owner
refuses to sell to us, we will offer to enter into a joint venture with that
owner, wherein the owner retains ownership of the undeveloped land - typically
this is farmland - and we prepare the due diligence and help with preparing
the
infrastructure - as described above - as well as locate a buyer, all in exchange
for half of the proceeds.
This
unique joint venture business model is essentially a profit-sharing agreement
with the owner. Under this model, the profit sharing structure states what
the
raw undeveloped land is worth at that moment in time. Then we break out the
costs to develop the land and what the land will be worth after the land has
been developed. Once those numbers have been figured we strike a deal with
the
client/landowner based on the profit of the developed land minus the undeveloped
raw land.
Formula:
(price per acre for developed land) - (price per acre for raw land) *
50%
Example:
$100,000 per acre for developed land - $40,000 per acre for raw land = $60,000
per
acre
profit * 50% (Pebble Beach’s portion of the proceeds) = $30,000 in revenue for
Pebble Beach per acre of land.
This
formula allows the client to maximize the amount of profit on their land,
enticing them to go into joint-venture with us, despite them not wishing to
sell
us the land outright. This also minimizes the risk to us if the price of the
land depreciates during the due diligence and development periods.
Competition. Our
competition is varied and disperse, ranging from individual real estate
speculators to large homebuilders such as Richmond Homes, Castle and Cooke,
and
Paramount Homes. We believe our advantages over individual real estate
speculators is our management team’s knowledge of the geography and demography
of the area and our ability to close escrow faster because we are able to
purchase an entire property without applying for a bank loan. We believe we
are
able to compete with the larger home builders because of our experience
researching mineral rights which have proven to be a stumbling block for larger
companies to understand, let alone sort out efficiently.
Furthermore,
to our knowledge, no competitor offers the joint venture profit sharing plan
that we do to landowners reluctant to sell their land outright.
The
main
competitive factors in our industry is price which you are willing to buy real
estate, the price at which you are willing to sell, ability to close escrow
quickly, obtaining mineral and all other rights efficiently, and knowledge
of
the area and ability to foresee areas in which real estate values are likely
to
rise.
Regulation. We
are
not a homebuilder, nor are we associated with any construction company; we
therefore are not subject to the myriad state and municipal building codes
and
other construction-related regulations. As mentioned above, however, when we
deal with undeveloped land, we must contend with mineral rights, surface rights,
zoning laws, Environmental Impact Reports, which could include traffic, air
quality and agricultural impact issues, as well as other issues related to
General Plan Amendments administered by each municipality. We shall handle
each
of these regulatory factors in the manner described above, and have fully
integrated the significant delays these regulatory issues will cause into our
business model. Indeed, our facility in handling these regulatory matters serves
as the basis for our third area of operation, consulting, as we describe
above.
Suppliers
and Customers. We
supply
our own real estate prospects by scouring the region for available land and
other property that fits our criteria. Construction companies are contacted
when
it is necessary to install infrastructure to undeveloped land. Some of the
construction companies we use to develop infrastructure include mostly local
companies such as Bradford and Sons Construction, Mike Atkinson Landscaping,
Jaime Ramirez Concrete Works and Stan Quintos Finish Works.
Our
customers are developers and home builders, such as Lennar Homes, Beazer Homes
and Ennis Homes. We will also be selling lots to various individual homebuilders
like Bob Grujalva and James Bradford, and homebuyers such as the house we sold
to local Bakersfield couple Harold and Leila Scott. It is a quirk of the
industry that some of our competitors - such as homebuilders - are also our
customers. This is due to the fact that homebuilders are always looking for
land, and if we can purchase it before they can get to it, then we can re-sell
it to them later.
Research
and Development. We
spent
no money on research and development in the last two years, relying instead
on
the experience of our management team, Aaron Hashim, Lesa Hashim, Jennifer
Davis
and Annette Davis, to make any amendments to our business or marketing
plans.
Employees. We
have
no formal employees. Instead, our four management personnel - Aaron Hashim,
Lesa
Hashim, Jennifer Davis and Annette Davis - each dedicate 7-21 hours per week
to
conduct the business and prepare all requisite administration, including this
filing.
Fluctuations
in our operating results on a quarterly and annual basis could cause the market
price of our common stock to decline.
Our
revenue and operating results have fluctuated significantly from period to
period in the past and are likely to do so in the future. These fluctuations
could cause the market price of our common stock to decline.
We
may experience a decrease in market demand or a supply disruption due to
uncertain economic conditions in the United States market, including as a result
of the concerns of terrorism, war and social and political
instability.
Terrorist
attacks in the United States and elsewhere, the continued presence of United
States military forces in Iraq, and turmoil in the Middle East have contributed
to the uncertainty in the United States and global economy and may lead to
a
decline in economic conditions, both domestically and
internationally.
Our
ability to raise capital in the future may be limited and our failure to raise
capital when needed could prevent us from executing our growth
strategy.
We
believe that our existing cash will be sufficient for the next 12 months however
there is no guarantee that in the future that we will be able to raise capital
when needed.
Our
principal office is a rented space in a dedicated office building at 1200
Truxton Ave., Suite 130 in Bakersfield, California.
We
are
not a party of any pending or existing legal proceedings, nor the subject of
any
governmental proceedings.
None
The
common stock is not currently trading
Part
II
SAFE
HARBOR FOR FORWARD LOOKING STATEMENTS
The
following discussion and analysis contains certain statements that may be deemed
“forward-looking statements”. All statements, other than statements of
historical fact, that address events or developments that the we expect to
occur, are forward-looking statements. Forward-looking statements are statements
that are not historical facts and are generally, but not always, identified
by
the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”,
“projects”, “potential” and similar expressions, or that events or conditions
“will”, “would”, “may”, “could” or “should” occur.
Although
we believe the expectations expressed in such forward-looking statements are
based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the
forward-looking statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include: failure
to
successfully negotiate or subsequently close such transactions, inability to
obtain required shareholder or regulatory approvals, and general economic,
market or business conditions. Investors are cautioned that any such statements
are not guarantees of future performance and actual results or developments
may
differ materially from those projected in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and opinions
of
’management on the date the statements are made. We undertakes no obligation
to
update these forward-looking statements in the event that management’s beliefs,
estimates or opinions, or other factors, should change.
Liquidity
and capital resources. As of December 31, 2006 our cash on hand was $13,837.
We
anticipate our administrative and other non-real estate investment operational
expenses over the next twelve months to be approximately $25,000, including
approximately $10,000 in accounting and audit expenses. We arrive at a projected
cash requirement of $25,000 over the next year based on the assumptions that
a)
we will continue to receive our office space rent-free; b) our expenses will
be
limited to administrative cost; and c) that our auditors’ costs will be
relatively stable.
Results
of operations. In 2006 we had two major revenue streams. The first was
consulting work performed for various developers and builders in obtaining
surface waiver rights and annexations for their land. We saw a dramatic increase
in 2006 compared to 2005 in the amount of consulting work performed.
The
second was the document recording service. We continued to see a steady increase
in the amount of recording that were sent to us on a weekly basis and hope
that
this trend will continue into 2007.
For
the
year we saw a decline in revenue from $611,582 in 2005 to $21,607 in 2006.
The
primary reason for the decline was due to the slowing market conditions in
real
estate combined with the companies shift in focus to do more consulting work.
By
focusing on consulting it limits the company’s exposure in the real estate
market from wild swings in price value fluctuations. We incurred general and
administrative expenses of $29,282, primarily related to accounting fees and
rent expense.
Marketing. With
respect to finding property to purchase, we rely on direct marketing, which
means we send out letters and make phone calls to property owners directly,
inquiring if they are interested in selling their land. Members of our
management team have even been known to find land that is prime for development,
locate the land owner and knock on their door.
In
terms
of finding buyers to which to sell our acquired property, our industry is such
that our first and second areas of operation require no marketing, as real
estate is in extreme demand and there are no shortage of buyers. We use brokers
when necessary to locate the best buyers for our land.
Our
third
area of operations, as it relates to consulting, should be marketed but we
have
not begun marketing our services in this area yet, but intend to within the
next
12 months, as our time and cash flow allows. Marketing activities that we intend
to perform include attending farmers’ and builders’ conferences to market all
our services.
Advertising
for all three areas of operations would involve research into the mailing
addresses of our potential clients, printing costs for the promotional mailers,
and postage costs. Costs for this activity are estimated at approximately
$6-10,000 per mailing, and therefore an annual budget of $36-60,000 for
advertising seems appropriate to us. However, we are not embarking on any
advertising campaigns at this time. Our current strategy of slowly and
methodically doing one transaction after another is working, and building us
to
“self-sufficiency”, which we define as no longer needing Adavco’s help in
purchasing property. We would only embark on an advertising campaign were we
to
a) become self-sufficient, b) be profitable and could afford this budget, and
c)
either have our current strategy fail us, requiring emergency advertising in
order to drum up new business, or get to a point in our operations where we
are
ready to handle more transactions at the same time, which is likely to happen
were we to begin advertising.
Potential
Future Business Models. We
may
wish to expand operations in the future, as time and money allow, by targeting
large builders and offer to develop and acquire land for them, and/or targeting
large farmers that have excess land that they could invest for development
purposes. The feasibility of this is not high currently, but will depend upon
the success of our current model. We may see this model taking off in the Fall
of 2007.
REPORT
OF
INDEPENDANT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Pebble
Beach Enterprises, Inc.
Bakersfield,
California
We
have
audited the accompanying balance sheet of Pebble Beach Enterprises, Inc., as
of
December 31, 2006 and the related statements of operations, changes in
stockholders’ equity, and cash flows for each of the two years then ended. These
financial statements are the responsibility of Pebble Beach Enterprises, Inc.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audits in accordance with 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 are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
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 Pebble Beach Enterprises, Inc.,
as
of December 31, 2006, and the results of its operations and its cash flows
for
each of the two years then ended in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that Pebble Beach
Enterprises, Inc. will continue as a going concern. As discussed in Note 2
to
the financial statements, Pebble Beach Enterprises, Inc. suffered a net loss
from operations and has an accumulated deficit, which raises substantial doubt
about its ability to continue as a going concern. Management’s plans regarding
those matters also are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
MALONE
& BAILEY, PC
www.malone-bailey.com
Houston,
Texas
March
1,
2007
PEBBLE
BEACH ENTERPRISES, INC.
December
31, 2006
|
ASSETS
|
|
| |
|
|
|
|
Cash
|
|
$
|
13,837
|
|
|
Accounts
Receivable
|
|
|
288
|
|
|
Prepaid
and other current assets
|
|
|
368
|
|
|
Total
assets
|
|
$
|
14,493
|
|
| |
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
Liabilities
|
|
$
|
--
|
|
| |
|
|
|
|
|
Stockholders’
equity
|
|
|
|
|
|
Common
stock; $.001 par value; 75,000,000 shares authorized,
|
|
|
40,000
|
|
|
40,000,000
issued and outstanding
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
(19,953
|
)
|
|
Accumulated
deficit
|
|
|
(5,554
|
)
|
|
Total
stockholders’ equity
|
|
|
14,493
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
14,493
|
|
See
accompanying summary of accounting policies
and
notes
to financials statements.
PEBBLE
BEACH ENTERPRISES
Years
Ended December 31, 2006 and 2005
| |
|
2006
|
|
2005
|
|
| |
|
|
|
|
|
|
Revenues
|
|
$
|
21,607
|
|
$
|
611,582
|
|
|
Cost
of Revenue
|
|
|
--
|
|
|
512,623
|
|
|
Gross
Profit
|
|
|
21,607
|
|
|
98,959
|
|
| |
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
29,282
|
|
|
69,102
|
|
|
Research
and Development
|
|
|
--
|
|
|
15,000
|
|
|
Interest
Expense
|
|
|
5
|
|
|
6,242
|
|
|
Total
operating expenses
|
|
|
29,287
|
|
|
90,344
|
|
| |
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
|
(7,680
|
)
|
|
8,615
|
|
| |
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
--
|
|
|
(1,990
|
)
|
| |
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(7,680
|
)
|
$
|
6,625
|
|
| |
|
|
|
|
|
|
|
|
Basic
and diluted income (loss) per common share
|
|
$
|
(0.00
|
)
|
$
|
0.00
|
|
| |
|
|
|
|
|
|
|
|
Basic
weighted average common
|
|
|
|
|
|
|
|
|
shares
outstanding
|
|
|
40,000,000
|
|
|
40,000,000
|
|
| |
|
|
|
|
|
|
|
See
accompanying summary of accounting policies
and
notes
to financials statements.
PEBBLE
BEACH ENTERPRISES
Years
ended December 31, 2006 and 2005
| |
|
|
|
|
|
Additional
|
|
|
|
Total
|
|
| |
|
Common
Stock
|
|
Paid-in
|
|
Accumulated
|
|
Stockholders’
|
|
| |
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Equity
|
|
|
Balances
at December 31, 2004
|
|
|
40,000,000
|
|
$
|
40,000
|
|
$
|
(38,059
|
)
|
$
|
(4,499
|
)
|
$
|
(2,558
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
of rent expense
|
|
|
--
|
|
|
--
|
|
|
4,660
|
|
|
--
|
|
|
4,660
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
forgiveness by related party
|
|
|
--
|
|
|
--
|
|
|
8,790
|
|
|
--
|
|
|
8,790
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
6,625
|
|
|
6,625
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2005
|
|
|
40,000,000
|
|
|
40,000
|
|
|
(24,609
|
)
|
|
2,126
|
|
|
17,517
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
of rent expense
|
|
|
--
|
|
|
--
|
|
|
4,656
|
|
|
--
|
|
|
4,656
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(7,680
|
)
|
|
(7,680
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
40,000,000
|
|
$
|
40,000
|
|
$
|
(19,953
|
)
|
$
|
(5,554
|
)
|
$
|
14,493
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying summary of accounting policies
and
notes
to financials statements.
PEBBLE
BEACH ENTERPRISES
Years
Ended December 31, 2006 and 2005
| |
|
|
|
|
|
| |
|
2006
|
|
2005
|
|
| |
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(7,680
|
)
|
$
|
6,625
|
|
|
Adjustments
to reconcile net income (loss) to net cash
|
|
|
|
|
|
|
|
|
Provided
by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Imputed
rent expense
|
|
|
4,656
|
|
|
4,660
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(288
|
)
|
|
--
|
|
|
Accrued
expenses
|
|
|
(1,990
|
)
|
|
6,242
|
|
|
Prepaid
and other current assets
|
|
|
(368
|
)
|
|
1,990
|
|
|
Land
held for sale
|
|
|
--
|
|
|
290,953
|
|
| |
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(5,670
|
)
|
|
310,470
|
|
| |
|
|
|
|
|
|
|
|
Cash
flow from financing activities:
|
|
|
|
|
|
|
|
|
Borrowings
from related parties
|
|
|
2,000
|
|
|
|
|
|
Payments
on loans from related parties
|
|
|
(2,000
|
)
|
|
(310,000
|
)
|
| |
|
|
|
|
|
|
|
|
Net
change in cash
|
|
|
(5,670
|
)
|
|
470
|
|
| |
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
|
19,507
|
|
|
19,037
|
|
| |
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
13,837
|
|
$
|
19,507
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Supplemental
disclosures:
|
|
|
|
|
|
|
|
|
Taxes
paid
|
|
$
|
2,926
|
|
$
|
--
|
|
|
Interest
paid
|
|
|
5
|
|
|
--
|
|
|
Non-cash
transactions
|
|
|
|
|
|
|
|
|
Debt
forgiveness by related party
|
|
$
|
--
|
|
$
|
8,790
|
|
See
accompanying summary of accounting policies
and
notes
to financials statements.
PEBBLE
BEACH ENTERPRISES
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature
of
Business. Pebble Beach Enterprises, Inc. (“Pebble Beach”) was incorporated in
Nevada on July 30, 2004. Pebble Beach is engaged in buying and selling land
and
other real estate consulting.
Cash
and
Cash Equivalents. For purposes of the statement of cash flows, Pebble Beach
considers all highly liquid investments purchased with an original maturity
of
three months or less to be cash equivalents.
Use
of
Estimates. In preparing financial statements, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities in the
balance sheet and revenue and expenses in the statements of operations. Actual
results could differ from those estimates.
Revenue
Recognition. Sales of real estate are recognized when and to the extent
permitted by Statement of Financial Accounting Standards No. 66, “Accounting for
Sales of Real Estate” (“SFAS No. 66”), as amended by SFAS No. 144. Until the
requirements under SFAS No. 66 for full profit recognition have been met,
transactions are accounted for using the deposit, the installment, the cost
recovery, or the financing method, whichever is most appropriate for each
transaction. Through December 31, 2006, all sales were closed and funded
simultaneously with no further obligation by Pebble Beach resulting in revenue
recognition at the time of closing and funding.
Income
taxes. Pebble Beach recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Pebble Beach provides
a valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
Basic
and
diluted net loss per share. Calculations are presented in accordance with
Financial Accounting Standards Statement 128, and are calculated on the basis
of
the weighted average number of common shares outstanding during the year. They
include the dilutive effect of common stock equivalents in years with net
income. Basic and diluted loss per share is the same due to the absence of
common stock equivalents.
Recently
issued accounting pronouncements. Pebble Beach does not expect the adoption
of
recently issued accounting pronouncements to have a significant impact on Pebble
Beach’s results of operations, financial position or cash flow.
NOTE
2 - GOING CONCERN
As
shown
in the accompanying financial statements, Pebble Beach Enterprises, Inc.
incurred a net loss of $7,680
in fiscal 2006
and has
an accumulated deficit of $5,554
as
of December 31, 2006. These conditions raise substantial doubt as to Pebble
Beach Enterprises, Inc.’s ability to continue as a going concern. The financial
statements do not include any adjustments that might be necessary if Pebble
Beach Enterprises, Inc. is unable to continue as a going concern.
NOTE
3 - RELATED PARTY TRANSACTIONS
On
March
3, 2006, Pebble Beach borrowed $2,000 from a related party. This note was
unsecured and carried no interest rate. This note was primarily used in
purchasing of Surface Waiver rights and was repaid on June 14, 2006. As of
December 31, 2006 the note was repaid and there is no outstanding debt.
Pebble
Beach is using office space provided by a related party on a rent-free, month
to
month basis. The fair value of the office space is $388 per month. Pebble Beach
had $4,656 and $4,660 of rent expense for the year ended December 31, 2006
and
2005, respectively. The rent is contributed to capital by a related party as
a
credit to additional paid in capital.
NOTE
4 - INCOME TAXES
Pebble
Beach uses the liability method, where deferred tax assets and liabilities
are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2006 Pebble Beach incurred
a
net loss and, therefore, has no tax liability. The net deferred tax asset
generated by the loss carry-forward has been fully reserved. The cumulative
net
operating loss carryforward is approximately $2,500 at December 31, 2006, and
will expire in the year 2026.
At
December 31, 2006, deferred tax assets consisted of the following:
Deferred
tax assets
|
Net
operating losses
|
|
$
|
368
|
|
|
Less:
valuation allowance
|
|
$
|
0
|
|
| |
|
|
|
|
|
Net
deferred tax asset
|
|
$
|
368
|
|
NOTE
5 - COMMITMENTS
At
December 31, 2006, Pebble Beach had no commitments other than those recorded
on
the balance sheet or disclosed in the accompanying notes.
NOTE
6 - MAJOR CUSTOMERS
All
2006
revenues were from 5 main customers.
Item.
8 Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.
There
have been no changes in or disagreements with our accountants.
It
is
Management’s responsibility for establishing and maintaining adequate internal
control over financial reporting for Pebble Beach Enterprises. It is the
President’s ultimate responsibility to ensure the Company maintains disclosure
controls and procedures designed to provide reasonable assurance that material
information, both financial and non-financial, and other information required
under the securities laws to be disclosed is identified and communicated to
senior management on a timely basis. The Company’s disclosure controls and
procedures include mandatory communication of material events, management review
of monthly, quarterly and annual results and an established system of internal
controls.
As
of
December 31, 2006, management of the Company, including the President, conducted
an evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures with respect to the information generated
for
use in this Quarterly Report. Based upon and as of the date of that evaluation,
the President and Treasurer have concluded the Company’s disclosure controls
were effective to provide reasonable assurance that information required to
be
disclosed in the reports that the Company files or submits under the relevant
securities laws is recorded, processed, summarized and reported within the
time
periods specified in the Commission’s rules and forms. There have been no
changes in the Company’s internal control over financial reporting during the
period ended December 31, 2006, that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
It
should
be noted that while the Company’s management, including the President, believes
the Company’s disclosure controls and procedures provide a reasonable level of
assurance, they do not expect that the Company’s disclosure controls and
procedures or internal control over financial reporting will prevent all errors
and all fraud. A control system, no matter how well conceived or operated,
can
provide only reasonable, not absolute, assurance the objectives of the control
system are met. Further, the design of a control system must reflect the fact
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance all control
issues and instances of fraud, if any, have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
any design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to errors or fraud may occur and not be detected.
Part
III.
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Annette
Davis, 53, sole director - elected to directorship on July 26, 2004 to serve
for
one year; re-elected to directorship on July 26, 2005 for additional one-year
term.
Ms.
Davis
had been CFO of Bakersfield Produce & Distributing, in Bakersfield,
California, from 1977 until its closure in May 2002. Bakersfield Produce had
revenues exceeding $60,000,000 annually. She supervised its accounting
department, reviewed balance sheets and income statements, approved capital
expenditures, coordinated with CPAs for audit and tax filings purposes, and
negotiated contracts with legal departments. Ms. Davis was responsible for
this
corporation’s fiscal aspects.
Ms.
Davis
has also served as Controller of Andes River Company, LLC, in Bakersfield,
California, from 1999 until it ceased operations in December of 2003. She held
the fiscal responsibilities of this company, which imported produce from the
South American country of Chile, with revenues of $40 million annually. Ms.
Davis was responsible for its ncome and balance sheets, accounting department,
approved all expenditures and outside business, established credit lines for
the
company, and coordinated with CPAs for tax returns in three states.
Ms.
Davis
also controls and is currently President of Adavco, Inc., which is a company,
as
we described earlier, which loans money to us as needed to purchase property,
which we then sell for a profit at a later time. Adavco’s main line of business
is a real estate development company, and it has constructed apartment buildings
and custom homes, among other development projects, since its founding in
1982.
From
1999-2004, Ms. Davis was also Treasurer of Fresh Veg Broker.com, Inc., our
former parent company whose business plan, which never was successful, was
to
create a website where buyers and sellers of produce could do deals with each
other online.
Aaron
Hashim, 28, president - elected to office on July 26, 2004 to serve for one
year; re-elected to office on July 26, 2005 for additional one-year
term.
Mr.
Hashim was a member of Public Data Search from 1998 to 2002, where he performed
background checks of applicants to various government and private sector job
across various industries, as well as conducted public records searches
regarding property rights, probate issues and title records.
Mr.
Hashim served as a member of US Claim Services, LLC, a company specializing
in
accessing public records to locate people and sort out property and probate
issues, from 2002 to 2004. In this capacity, Mr. Hashim was responsible for
adding several government agencies - seeking to locate delinquent tax payers
-
to the company’s client list, which he did, improving the company’s revenues by
over $200,000 annually. Mr. Hashim was also responsible for the work of 15
others.
Finally,
from 2004 to present, Mr. Hashim has been a member of IBG, Inc., an Internet
start-up company which removes people from pre-approved credit card offer
rolls.
Jennifer
Davis, 26, secretary - elected to office on July 26, 2004 to serve for one
year;
re-elected to office on July 26, 2005 for additional one-year term.
From
2001
- 2004, Ms. Davis worked for Bearing Point, a division of KPMG Consulting,
first
as a management analyst and then as a senior management analyst for the
Department of Defense, wherein she provided day-to-day financial reporting
assistance and management support to the business manager of Space and Naval
Warfare regarding the Navy Marine Corp Intranet; provided guidance and oversight
on proper allocation of funding as part of the DoD’s overall annual budget based
upon project environment and needs;ility and trust with client and colleagues;
streamlined and enhanced web-based tools; performed project management, use
case
development and requirements management analyses; and managed the project
schedule, requirements identification, test script creation, systems integration
testing, user training and end user support for web-based
applications.
Currently,
and since 2004, Ms. Davis has been a member of IBG, Inc., an Internet start-up
company which removes people from pre-approved credit card offer
rolls.
Lesa
Hashim, 29, vice-president and treasurer - elected to both offices on July
26,
2004 to serve for one year; re-elected to both offices on July 26, 2005 for
additional one-year term.
From
1999-2001, Ms. Hashim served as advertising manager for Brill Media in New
York
City, in which capacity she was responsible for completion of advertising sales
business reports, including all financial and forecast reports.
From
2001-2004, Ms. Hashim was a member and Chief Operating Officer of U.S. Claim
Services, LLC, a company specializing in accessing public records to locate
people and sort out property and probate issues, wherein Ms. Hashim served
as
Acting Director of Human Resources and Acting Controller, responsible for the
creation and analysis of all budget and financial planning reports, daily
bookkeeping, payroll and tax preparation.
Finally,
from 2004 to present, Ms. Hashim has been a member of IBG, Inc., an Internet
start-up company which removes people from pre-approved credit card offer
rolls.
Annette
Davis, our sole Director, is the mother of Jennifer Davis, our Secretary.
Annette Davis is also the aunt of Lesa Hashim and Aaron Hashim, who are brother
and sister and first cousins to Jennifer Davis.
Neither
our director nor any executives of Pebble Beach, nor any promoter or control
person, was involved in any bankruptcy or insolvency action, nor was involved
in
any business which was involved in any such action at or within 2 years before
the time of such filing, nor any criminal proceeding nor found to be in
violation of any securities or futures laws or regulations nor has been barred
or otherwise enjoined from participating in any type of business, securities
or
banking activities.
We
do not
have an audit committee financial expert serving on our audit committee, due
to
our relatively light revenues and operations and unreasonable expense an audit
committee financial expert would pose for our business.
None
of
the officers or directors of Pebble Beach is compensated nor has received any
compensation, including any options or stock appreciation rights.
We
have
no employee contracts of any kind.
Item
11. Security Ownership of Certain Beneficial Owners and
Management.
We
have
only one class of securities - our Common Stock.
The
following represents the security ownership of the only person who owns more
than five percent of our outstanding Common Stock:
|
Annette
Davis
|
38,054,331
shares (1)
|
95.1%
of class
|
|
c/o
Pebble Beach Enterprises, Inc.
|
Direct
ownership
|
|
|
1200
Truxton Avenue #130
|
|
|
|
Bakersfield,
CA 93301
|
|
|
| |
|
|
|
The
following represents the security ownership of all members of
management:
|
|
Annette
Davis
|
238,054,331
shares (2)
|
95.1%
of class |
|
Director
|
Direct
ownership
|
|
|
c/o
Pebble Beach Enterprises, Inc.
|
|
|
|
1200
Truxton Avenue #130
|
|
|
|
Bakersfield,
CA 93301
|
|
|
| |
|
|
|
Aaron
Hashim
|
0
shares (3)
|
0%
of class |
|
President
|
|
|
|
c/o
Pebble Beach Enterprises, Inc.
|
|
|
|
1200
Truxton Avenue #130
|
|
|
|
Bakersfield,
CA 93301
|
|
|
| |
|
|
|
Lesa
Hashim
|
0 shares
(4)
|
0%
of class
|
|
Vice-President
and Treasurer
|
|
|
|
c/o
Pebble Beach Enterprises, Inc.
|
|
|
|
1200
Truxton Avenue #130
|
|
|
|
Bakersfield,
CA 93301
|
|
|
| |
|
|
|
Jennifer
Davis
|
0
shares (5)
|
0%
of class
|
|
Secretary
|
|
|
|
c/o
Pebble Beach Enterprises, Inc.
|
|
|
|
1200
Truxton Avenue #130
|
|
|
|
Bakersfield,
CA 93301
|
|
|
1
There are no shares which the listed beneficial owner has the right to acquire
within sixty days, from options, warrants, rights, conversion privilige or
similar obligations or instruments.
2
There are no shares which the listed beneficial owner has the right to acquire
within sixty days, from options, warrants, rights, conversion privilige or
similar obligations or instruments.
3
There are no shares which the listed beneficial owner has the right to acquire
within sixty days, from options, warrants, rights, conversion privilige or
similar obligations or instruments.
4
There are no shares which the listed beneficial owner has the right to acquire
within sixty days, from options, warrants, rights, conversion privilige or
similar obligations or instruments.
5
There are no shares which the listed beneficial owner has the right to acquire
within sixty days, from options, warrants, rights, conversion privilige or
similar obligations or instruments.
Item
12. Certain Relationships and Related
Transactions
On
March
3, 2006, Pebble Beach borrowed $2,000 from a related party. This note was
unsecured and carried no interest rate. This note was primarily used in
purchasing of Surface Waiver rights and was repaid on June 14, 2006. As of
December 31, 2006 the note was repaid and there is no outstanding debt.
Pebble
Beach is using office space provided by a related party on a rent-free, month
to
month basis. The fair value of the office space is $388 per month. Pebble Beach
had $4,656 and $4,660 of rent expense for the year ended December 31, 2006
and
2005, respectively. The rent is contributed to capital by a related party as
a
credit to additional paid in capital.
Index
No. Description
2(a) Articles
of Incorporation*
2(b) Bylaws*
|
|
Item
601(b)(14)
|
Code
of ethics (attached)
|
|
|
Item
601(b)(31)
|
Rule
13a-14(a)/15d-14(a) Certifications (attached)
|
|
|
|
|
|
|
Item
601(b)(32)
|
Section
1350 (attached)
|
| |
·
|
Incorporated
by reference to or Form 10-SB filing on February 1, 2006. File No.
0-51770.
|
There
are
no management contracts or compensatory plans or arrangements required to be
filed as an exhibit to this form.
Item.
14 Principle Accountant Fees and
Services
Audit
Fees
Aggregate
fees billed for fiscal year 2006 and 2005 for professional services rendered
by
the principal accountant for the audit of our annual financial statements,
review of quarterly statements and other services provided in connection with
statutory or regulatory filings or engagements: $17,484 and $7,310.
Audit-Related
Fees
Aggregate
fees billed in fiscal year 2006 and 2005 for assurance and related services
by
the principal accountant that are reasonably related to the performance of
the
audit or review of our financial statements and are not reported under the
“Audit Fees” caption above: $0 for both years.
Tax
Fees
Aggregate
fees billed in fiscal year 2006 and 2005 for professional services rendered
by
the principal accountant for tax compliance, tax advice and tax planning: $0
for
both years.
All
Other Fees
Aggregate
fees billed in fiscal year 2006 and 2005 for products and services provided
by
the principal accountant, other than the services reported above: $0 for both
years.
Pebble
Beach’s audit committee’s pre-approval policy is to retain the services of a
professional accountant only once. The threshold established by Rule 2-01 of
Regulation S-X has been met.
The
audit
committee’s pre-approval procedure is to carefully establish that each of the
tests delineated in paragraphs (b) and (c)(1)-(3) of Rule 2-01 of Regulation
S-X
are met
In
accordance with Section 13 of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
|
PEBBLE
BEACH ENTERPRISES, INC. |
| |
|
|
|
|
| Date: July
24, 2007 |
By: |
/s/ Annette
Davis |
| |
|
| |
Director |
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: July
24, 2007 |
By: |
/s/ Annette
Davis |
| |
|
| |
Director
|
| |
|
|
| |
|
|
|
|
| Date: July
24, 2007 |
By: |
/s/ Lesa
Hashim |
| |
|
| |
Treasurer,
Controller |