UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from N/A to N/A.
Commission File No. 333-166786
Krossbow Holding Corp.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or other jurisdiction of incorporation or organization)
831-77th Avenue
Edmonton, Alberta
Canada T6P 1S9
(Address of Principal Executive Offices)
(718) 344-0866
(Registrant's Telephone Number, including area code)
Copies of communications to:
Karen A., Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Tel. 619.475.7882
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 per Share
(Title of each class)
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 [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-Accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the 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 of $.01 the price of the
last private placement of common equity: $32,000.
State the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date. 3,200,000 issued and
outstanding as of March 31, 2011.
DOCUMENTS INCORPORATED BY REFERENCE: None.
Krossbow Holding Corp.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
Page
Numbers
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PART I
ITEM 1. Business 3
ITEM 1A. Risk Factors 8
ITEM 1B. Unresolved Staff Comments 13
ITEM 3. Legal Proceedings 13
ITEM 4. Submission Of Matters To a Vote Of Securities Holders 14
PART II
ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters
And Issuer Purchases Of Equity Securities 14
ITEM 6. Selected Financial Data 14
ITEM 7. Management's Discussion And Analysis Of Financial Condition And
Results Of Operation 14
ITEM 7A. Quantitative And Qualitative Disclosures About Market Risk 18
ITEM 8. Financial Statements And Supplementary Data 18
ITEM 9. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure 18
ITEM 9A. Controls And Procedures (ITEM 9A(T)) 18
ITEM 9B. Other Information 19
PART III
ITEM 10. Directors, Executive Officers And Corporate Governance 19
ITEM 11. Executive Compensation 21
ITEM 12. Security Ownership Of Certain Beneficial Owners And Management And
Related Stockholder Matters 22
ITEM 13. Certain Relationships And Related Transactions, And Director
Independence 23
ITEM 14. Principal Accounting Fees And Services 23
PART IV
ITEM 15. Exhibits, Financial Statements Schedules 24
SIGNATURES 25
2
PART I
ITEM 1. BUSINESS
We were incorporated in the State of Nevada on September 17, 2009 and have not
begun operations. We intend to produce Verified Emission Reduction (VER) and
Reduced Emissions from Deforestation and Degradation (REDD) carbon offsets
through global restoration projects. The offsets will be validated and verified
for sale to companies, foundations, and other entities that, for branding,
policy and corporate social responsibility reasons, wish to offset their carbon
footprints to support climate change mitigation efforts.
Krossbow Holdings has the capacity to assess carbon resource potentials,
prescribe and implement ecosystem restorations to develop those resources, and
thereby generate carbon offset products for sales directly with subscribers, or
through brokers and re-sellers. Krossbow's business model may be likened to an
resource company that "stakes" its claims to carbon resources, develops those
resources into carbon offsets that it owns, and then markets those offsets to
the voluntary carbon markets. At present the company has not begun operations
and has no assets other than cash.
The Company intends to generate revenue through the sale of carbon offsets.
Carbon offsets will be generated through three separate methods:
Afforestation: Establishing forests on bare or cultivated land that has not been
forested in recent history.
Reforestation: Re-growing forests in areas where forested have previously been
harvested.
Reducing emissions from Deforestation and Degradation "REDD": Deforestation
refers to direct human-induced, long-term conversion of forests to non-forest
land. Degradation refers to gradual, direct human-induced loss of forest carbon
stocks.
Through these three methods we intend to generate carbon offsets which represent
the carbon consumption capability of the planted and/or protected trees. The
carbon offsets will be validated and verified to international standards for
sale to various entities.
BUSINESS MODEL (VER CREDITS)
Step 1 - Identify degraded ecosystem
Step 2 - Approach, and consult land owner
Step 3 - Conduct biometric research and site prescription
Step 4 - Secure seed stock
Step 5 - Prepare site and plant
Step 6 - Verify Emissions
Step 7 - Transaction
Step 8 - Monitor
3
BUSINESS MODEL (REDD CREDITS)
Step 1 - Identify forested ecosystem slated/available for harvest
Step 2-- Approach, and consult land owner
Step 3 - Conduct biometric research and site prescription
Step 4 - Verify Emissions
Step 5 - Transaction
Step 6 - Monitor
REVENUE GENERATION
Before any revenue is generated the company will require additional capital
which it intends to raise though an equity financing and the filing of an
additional registration statement. We will realize no proceeds from the present
registration statement and may have difficulties in raising additional funds due
to the creation of a secondary market of shares for sale..We intend to
concentrate all our efforts on raising capital during this period.
We cannot commence our plan of operations even if this registration statement
goes effective because we will not receive any proceeds from the sale of shares.
We can only commence operations if we raise cash through the future sale of
shares. We will require additional financing of $300,000 in order to proceed
with our full business plan for a full year. We plan to sell additional common
shares in order to raise the funds necessary to pursue our plan of operations.
Issuances of additional shares will result in dilution to our existing
shareholders. We also may receive loans from our directors and officers. We
currently do not have any arrangements in place for obtaining director loans and
there is no assurance that we will be successful in completing any equity
financing.
If we are successful in raising capital we will look to form partnerships with
private landowners and municipalities in order to obtain the environmental
rights to areas of land. The company intends to do this by offering to plant
denuded land for municipalities free of charge in exchange for the environmental
rights. With private land owners we intend to create partnerships where profit
sharing arrangements can be made. We intend to approach land owners throughout
Alberta, Canada for our initial projects. The project size we have run our
initial numbers for is based on a 30 hectare tract of land. We have not
approached any landowners at present nor do we intend to until such a time when
we have the minimum $155,000 in capital to implement our plan of operations. Our
target is $300,000.
Major costs include the following: (all numbers are approximate and are
management's best expectations)
Website Development: $ 1,500
Project Procurement: $ 15,000
Feasibility Study: $ 20,000
Site Preparation: $ 35,000
Seed Stock (1,000 seedlings per hectare
at $1.00 per tree over 30 hectares): $ 30,000
Planting Labor ($0.35 per tree): $ 10,500
Planting survey: $ 2,500
Travel: $ 2,000
Contingency: $ 15,000
Verification: $ 25,000
--------
Total Estimated Costs: $156,500
========
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Additional costs associated with the project after completion include monitoring
costs:
Monitoring: (Survey every 2 years for first
6 years than every 9 years until 50 years): $ 25,000
Revenues from carbon credit sales are estimated as follows:
Price of Carbon: According to the most recent publication forest carbon markets
the average weighted price per tonne of CO2 went for $8.89 per tonne using the
78 projects data was generated from in the study. More information can be found
at www.ecosystemmarketplace.com. The referenced report is titled "State of the
Forest Carbon Markets 2009" its authors include Katherine Hamilton, Unna
Chokkalingam, and Maria Bendana. Prices ranged from $1 to $50 with data taken
from 78 different forest-based carbon projects located around the world. The
weighted price per tonne is the average of each projects total carbon and price.
The larger the project the more weight it is given in the calculation. The
larger projects in the study tended to demand lower per tonne sales price and as
a result management believes 8.89 per tonne is a conservative estimate. This
study we are relying upon is made up of projects that vary substantially in
forest type and location to our own proposed project. In addition the
information is over a year out of date at the time of this Registration
Statement. Given that exact up to date information is not available and we have
not procured a specific project site we provide projected revenue figures with a
margin of error an cannot assure we will receive the exact amount described
below.
The projects in closest proximity and forest type to us are those undertaken by
Canadian-based Ecosystem Restoration Associates. This corporation's data is used
within the State of the Forest Carbon Markets 2009 report but we have looked at
this example in closer detail as management believes it is a very close
comparison of the type of projects we hope to work on. The transaction price
given from the sales in the 2009 fiscal year for Ecosytem Restoration Associates
was $8.00 per tonne.
Carbon Capacity: cool temperate forests are shown to store approximately 625
tonnes of carbon per hectare-(this data was taken from an article titled "How
Much Carbon Do Different Forests Store & What Size Offsets Your Driving for a
Year?" written by Matthew McDermott, in Science & Technology dated March 1,
2010). If we are able to validate a project through third party validation we
will be able to market and sell all tonnes of carbon stored per hectare over the
life of the project immediately.
REVENUE PROJECTION SCENARIOS:
Using these combined figures revenues from a 30 hectare project are
approximately $150,000 using the $8.00 per tonne figure sourced from the 2009
fiscal year transaction from Ecosystem Restoration Associates.
Using these combined figures revenues from a 30 hectare project are
approximately $166,700 using the $8.89 per tonne figure sourced from the State
of the Forest Carbon markets report.
5
MARKETS
Voluntary carbon markets nearly doubled in 2008 and are up over 700 percent from
2006 (Earthscan (2009, May 21). Voluntary Carbon Markets Double In Size And
Value In 2008. SCIENCEDAILY. Retrieved from http://www.sciencedaily.com
/releases/2009/05/090521144206.htm) . For the international carbon offsets
market, comprised of both regulated and voluntary carbon offset and credit
trading, the current and anticipated trend is of sustained growth, modulated by
corporate and government policy developments. The forest-based carbon offsetting
industry is heavily affected by international policy and decisions made over the
upcoming years will have substantial impacts on the company's success.
International and domestic policy uncertainties continue, and though the Company
will try to establish relationships with large and credible ethical
organizations and corporations that are committed to climate mitigation, along
with marketing, sales, there is no guarantee that markets will continue to be
supported by the world's policy makers. Our efforts to establish relationships
will include the development of a website for marketing and informational
purposes as well as attending conferences and trying to contact companies and
organizations to establish and build relationships. The company intends to
conduct in-house research on the market place in order to get a better idea of
where to begin its efforts once the initial financing has been completed.
MARKETS TYPES
Voluntary Market: The Voluntary Market involves individuals, companies, and
organizations who purchase carbon offsets voluntarily to mitigate or neutralize
their own greenhouse gas emissions from transportation, electricity use, and
other sources. These groups are not obligated to purchase carbon offsets, but
choose to for various reasons such as green branding, social corporate
responsibility, or choosing to do the "right" thing.
Carbon offset products used in voluntary markets are generally referred to as
Verified Emissions Reductions or (VERs)
Krossbow intends to provide the voluntary market with a carbon offset source
that is third party validated and verified to the international greenhouse gas
project standard "ISO 14064-2" to assure scientific rigor.
Compliant Market: The Compliant Market (or regulated market) involves companies,
governments or other entities that buy carbon offsets in order to comply with
regulations on the total amount of carbon dioxide they are allowed to emit.
Examples of the regulated market are the European Union Emissions Trading System
or EU ETS. All companies which abide by these systems are obligated to meet
specific carbon emission reduction targets.
COMPETITION
The carbon credit industry is a competitive industry. The Company will compete
with numerous other participants in the search for, and the acquisition of,
properties and in the marketing of the sale of carbon credits. The Company's
6
competitors will include companies that have substantially greater financial
resources, staff and facilities than those of the Company. Our failure to
maintain a competitive position within the market could have a materially
adverse effect on our business, financial condition and results of operations.
The actual number of companies operating in the forest-based carbon offsetting
industry is hard to pin down to an exact number. In the "State of Forest Carbon
Markets 2009" report 50 project developers were located world wide. This is not
a precise number as to the total amount of companies operating in this space but
gives a good idea of the number of companies who have actually completed
successful transactions. In actuality there are more companies that have yet to
complete a transaction and the State of Forest Carbon Markets 2009 only lists
companies that have completed a transaction in 2009. The exact number is not
available due to the fact that some companies are very small and will only
complete one transaction (private land owners). We are a new company in a
competitive industry and could face challenges competing with more developed
corporations.
The voluntary carbon markets were valued at between $569 Million and $704
Million in 2008 (Earthscan (2009, May 21). Voluntary Carbon Markets Double In
Size And Value In 2008. SCIENCEDAILY. Retrieved from http://www.sciencedaily.com
/releases/2009/05/090521144206.htm). No one company makes up a control position
of the market place.
INSURANCE
We do not maintain any insurance at present but intend to insure all timber
assets if such insurance for carbon projects becomes available. At present there
is no insurance available for forest-based carbon projects. . Because we do not
have any insurance at present, if we are made a party of a liability action, we
may not have sufficient funds to defend the litigation. If that occurs a
judgment could be rendered against us that could cause us to cease operations.
EMPLOYEES
We are a development stage company and currently have no employees, other than
our sole officer and director. We intend to hire additional employees on an as
needed basis.
GOVERNMENT REGULATIONS
The regulatory environment of carbon credits is presently handled by third party
organizations that verify the validity and quality of carbon offsetting
projects. In order to sell Verified Emission Reduction credits (VER's) and
Reduced Emissions from Deforestation and Degradation credits (REDD's) we will be
required to have a third party verify the project with an onsite visit. We
intend to verify any carbon offsets through ISO 14064 project accounting
standard. ISO 14064 is a greenhouse gas project accounting standard developed by
the International Organization and Standardization beginning in 2002 and
launched in spring of 2006. The standard is meant to be applicable regardless of
a country's current climate policy, and does not apply restrictions of project
types, size, location and crediting period. Requirements for certification
include:
7
1. The first part (14064-1) specifies requirements for designing and
developing organization or entity-level GHG inventories.
2. The second part (14064-2) details requirements for quantifying,
monitoring and reporting emission reductions and removal enhancements
from GHG projects.
3. The third part (14064-3) provides requirements and guidance for the
conducting of GHG information validation and verification.
The verification process is still in its infancy stages and it is possible this
process will become more regulated in the future causing increases in time
delays and costs for the Company.
We intend to register our projects to ensure credibility and transparence of all
aspects from consultation to monitoring.
ITEM 1A. RISK FACTORS
WE ARE AT RISK TO CHANGES IN DOMESTIC AND INTERNATIONAL CARBON POLICY.
The supply and demand fundamentals of carbon credits are determined by
governments and international consortiums and are beyond the Company's control.
The ability of the company to continue operations will be dependent on the level
of adoption and observance of the Kyoto Protocol, the post Kyoto Protocol
environment and other initiatives aimed at reducing greenhouse gas emissions.
Changes in government and corporate priorities as a result of government
deficits, domestic industries or as a result of changes in the prevailing views
concerning the impact of greenhouse gases on climate change could adversely
affect the observance of the Kyoto Protocol, the adoption of successor
protocols, and corporate initiatives.
IF WE ARE UNABLE TO IDENTIFY AND ACQUIRE SUFFICIENT AND SUITABLE LAND UPON WHICH
TO PLANT FORESTS OUR BUSINESS WILL FAIL
In order to achieve our business model we need free or inexpensive access to
large areas of land that can be support and maintain a forest. If we are unable
to procure areas that meet our size and fertility requirements we will not be
able to plant the trees needed to obtain carbon credits.
IF WE ARE UNDABLE TO FIND A SUITABLE BUYER FOR CARBON CREDITS OUR BUSINESS WILL
FAIL
The carbon credits we intend to produce and sell are voluntary. Buyers of
voluntary credits are not bound to purchase due to government regulations or
international agreements. Buyers of voluntary credits purchase because they
believe it is the socially responsible thing to do or in order to increase
corporate image. The market for voluntary credits is still in the development
stages and 2008 137.65 million tones of carbon credits were sold for a market
value of $36.8 million, "State of the forest carbon markets 2009, Katherine
Hamilton, Unna Chokkalingam, and Maria Bendana". If we are unable to capture a
portion of this relatively small market our business will fail.
8
OUR PRESEIDENT AND SOLE DIRECTOR MR. KROPP DOES NOT HAVE EXPERIENCE IN THE
FOREST RESTORATION AND CARBON INDUSTRY.
Jason Kropp our President and sole director has no experience in the industry of
ecosystem restoration and carbon credit validation. Because of his lack of
expertise there is a chance that he will not be able to foresee and plan for all
the uncertainties in the marketplace or have the required capacity to implement
the Company's Plan of Operations.
IF PRICES OF FOREST-BASED CARBON CREDITS DROP SUBSTANTIALLY OUR BUSINESS COULD
FAIL.
The principle factors affecting the Company's revenues are factors which affect
the price of carbon credits and are beyond the Company's control. The actual
market price of carbon credits fluctuates drastically and the price of
Over-The-Counter "OTC" transactions fluctuate to an even greater degree. If
prices were to fall substantially our business could fail.
WE ARE AT RISK TO CHANGES IN REGULATIONS AND VERIFICATIONS THAT COULD NEGATIVELY
AFFECT THE COMPANY'S PROFITABILITY.
The processes by which carbon credits are created and verified are subject to
change and beyond the Company's control. Governments, lobby groups, private
firms, and Environmental Non-Government Organizations "ENGO's" all work to
create a more efficient and accountable system to bring carbon credits available
for market and to assure validity. As the industry matures the regulatory
environment will as well. These changes could become more demanding in terms of
time and costs and negatively affect the Company's profitability.
WE ARE SUBJECT TO CURRENCY FLUCTUATIONS THAT COULD NEGATIVELY AFFECT THE
COMPANY'S PROFITABILITY.
The profitability of the Company may be adversely affected by fluctuations in
the rate of exchange of the Canadian dollar and other currencies the Company may
do business in. The company at this time does not expect to hedge against
currency fluctuations and changes in exchange rates are beyond the Company's
control.
WE OPERATE IN A COMPETITIVE INDUSTRY AND WILL COMPETE AGAINST OTHER COMPANY'S
THAT COULD NEGATIVELY AFFECT THE COMPANY'S PROFITABILITY.
The carbon credit industry is a competitive industry. The Company will compete
with numerous other participants in the search for, and the acquisition of,
properties and in the marketing of the sale of carbon credits. The Company's
competitors will include companies that have substantially greater financial
resources, staff and facilities than those of the Company.
PROJECTS WILL BE AT RISK OF FIRE, PESTS AND DISEASES
Our assets will be made up of the environmental rights attached to carbon stocks
in forests. Forests are at risk to damage from fire, pests and diseases. The
company will implements strategies including fuels management, species
composition management and pathogen assessments as part of routine monitoring
procedures but often forces of nature are outside the control of the company and
could require the company to incur losses in order to replace lost carbon
stocks.
9
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
We anticipate that additional funding will be needed for general administrative
expenses and marketing costs. We intend to raise the required funds through an
equity placement by filing a secondary registration statement. We will realize
no proceeds from the present registration statement and may have difficulties in
raising additional funds due to the creation of a secondary market of shares for
sale. However, there is no guarantee that we will be able to raise the required
cash and because of this our business may fail. We have not generated any
revenue from operations to date. The specific cost requirements needed to
maintain operations will depend upon the restoration projects we are able to
procure. Specific costs include but are not limited to the following:
Travel and project selection
Feasibility studies
Consultants
Registration and Validation
Project Implementation
Measurement and Monitoring
Marketing
Sale Efforts
Our projected budget for our first Canadian based project is $156,500, however
our goal is to raise $300,000 for working capital and in order to have capital
for unforeseen costs. We will realize no proceeds from the present registration
statement and may have difficulties in raising additional funds due to the
creation of a secondary market of shares for sale.
The amount of each of the specific costs described above will vary based on the
project size, type and location. Reforestation projects have higher costs than
do REDD projects due to the need to physically prepare and plant the site.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our sole director.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our sole officer and director, Jason Kropp, will only be devoting limited time
to our operations. Mr. Kropp intends to devote 50% of his business time to our
affairs. Because our sole officer and director will only be devoting limited
time to our operations, our operations may be sporadic and occur at times which
are convenient to him. As a result, operations may be periodically interrupted
or suspended which could result in a lack of revenues and a possible cessation
of operations. It is possible that the demands on Jason Kropp from his other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business. In addition, Mr. Kropp
may not possess sufficient time for our business if the demands of managing our
business increase substantially beyond current levels.
10
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO FORMAL TRAINING IN
FINANCIAL ACCOUNTING AND MANAGEMENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls. When the disclosure and accounting controls referred to
above are implemented, he will be responsible for the administration of them.
Should he not have sufficient experience, he may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions and
fines by the SEC which ultimately could cause an investor to lose their
investment. However, because of the small size of our expected operations, we
believe that he will be able to monitor the controls he will have created and
will be accurate in assembling and providing information to investors. Mr.
Kropp's lack of training in financial accounting and management my result in a
material misstatement of the Company's financial statements. In addition due to
the Company's lack of accounting personnel we may be unsuccessful in maintaining
effective internal controls over financial reporting and disclosure controls and
procedures, which may result in material misstatements of our financial
statements.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We will be incurring losses until we build a break-even level of revenue.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We will require additional funds in order to
provide proper service to our potential clients. At this time, we cannot assure
investors that we will be able to obtain financing. If we are unable to raise
needed financing, we will have to delay or abandon further consulting efforts.
If we cannot raise financing to meet our obligations, we will be insolvent and
will be forced to cease our business operations.
IF JASON KROPP, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT
HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING,
AND INVESTORS COULD LOSE THIER INVESTMENT.
We depend on the services of our sole officer and director, Jason Kropp for the
future success of our business. The loss of the services of Mr. Kropp could have
an adverse effect on our business, financial condition and results of
operations. If he should resign or die we will not have a chief executive
officer. If that should occur, until we find another person to act as our chief
executive officer, our operations could be suspended. In that event it is
possible an investor could lose their entire investment. We do not carry any key
personnel life insurance policies on Mr. Kropp and we do not have a contract for
his services.
BECAUSE OUR DIRECTOR OWNS 34.3% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, THEY
CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
Our director, Jason Kropp, owns approximately 34.3% of the outstanding shares of
our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
11
our assets. He will also have the power to prevent or cause a change in control.
The interests of our directors may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and
director is non-U.S. resident. Consequently, it may be difficult for investors
to affect service of process on Mr. Kropp in the United States and to enforce in
the United States judgments obtained in United States courts against Mr. Kropp
based on the civil liability provisions of the United States securities laws.
Since our assets will be located in Canada and other non-US countries it may be
difficult or impossible for U.S. investors to collect a judgment against us. As
well, any judgment obtained in the United States against us may not be
enforceable in the United States.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are 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). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating 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
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
12
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations, which are required of a public company. However, if we
cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
As a public company we will incur additional costs including but not limited to
the following: Audit, Legal, Prospectus printing and drafting, SEC fees, Market
Maker, Transfer Agent, and EDGAR filing fees. These costs are expected to run
between $12,000 and $40,000 per year.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements about our business, financial
condition and prospects that reflect our management's assumptions and good faith
beliefs based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
proposed services and the products we expect to market, our ability to establish
a customer base, managements' ability to raise capital in the future, the
retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to
predict. When used in this filing, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar expressions are
intended to identify and qualify forward-looking statements, although there may
be certain forward-looking statements not accompanied by such expressions.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
Since inception, none of the following occurred with respect to a present or
former director or executive officer of the Company: (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
13
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to shareholders for the year ended March 31, 2011.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares are quoted on the Over the Counter Bulletin Board.
HOLDERS
We have approximately 31 record holders of our common stock as of March 31,
2011.
DIVIDEND POLICY
We have never paid any cash dividends on our common shares, and we do not
anticipate that we will pay any dividends with respect to those securities in
the foreseeable future. Our current business plan is to retain any future
earnings to finance the expansion development of our business.
EQUITY COMPENSATION PLAN INFORMATION
STOCK OPTION PLAN
The Company, at the current time, has no stock option plan or any equity
compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not required.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this S-1, including, without limitation, statements related to anticipated cash
flow sources and uses, and words including but not limited to "anticipates",
"believes", "plans", "expects", "future" and similar statements or expressions,
identify forward looking statements. Any forward-looking statements herein are
subject to certain risks and uncertainties in the Company's business, including
but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of
relationships with key suppliers, difficulties of hiring or retaining key
14
personnel and any changes in current accounting rules, all of which may be
beyond the control of the Company. Management will elect additional changes to
revenue recognition to comply with the most conservative SEC recognition on a
forward going accrual basis as the model is replicated with other similar
markets (i.e. SBDC). The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth therein.
Management's Discussion and Analysis of Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the financial
statements included herein.
PLAN OF OPERATION
COMPLETION OF OFFERING
We are in the process of trying to complete an additional public offering and
file an additional registration statement registering the newly issued shares.
There is no assurance that we will be able to file and complete our offering of
newly issued shares within 180 days. We intend to concentrate all our efforts on
raising capital during this period. We do not plan to begin business operations
until we complete our public offering.
We will require additional financing of $300,000 in order to proceed with our
full business plan for a full year. We will realize no proceeds from the present
registration statement and may have difficulties in raising additional funds due
to the creation of a secondary market of shares for sale. We cannot commence our
plan of operations even if this Registration Statement goes effective because we
will not receive any proceeds from the sale of shares. We can only commence
operations if we raise cash through the future sale of shares.
We plan to sell additional common shares in order to raise the funds necessary
to pursue our plan of operations. Issuances of additional shares will result in
dilution to our existing shareholders. We also may receive loans from our
directors and officers. We currently do not have any arrangements in place for
obtaining director loans and there is no assurance that we will be successful in
completing any equity financing. Once the present registration statement is
effective there will be a ready market of secondary shares for sale, from which
we will receive no proceeds. This will make it difficult to complete our
secondary offering and the future share price will dictate the price of any
additional raises.
PROCURE INITIAL PROJECT IN CANADA (1 MONTH-AFTER COMPLETION OF ADDITIONAL
FINANCING)
We intend to use a forest/pastureland interface in the province of Alberta for
an initial project. Forest /pastureland interface is any land that is suitable
for both forestry and agricultural purposes. The process includes negotiating
with landowners for environmental rights, in exchange for planning of areas free
of charge and lumber rights going to the landowner. There are many large areas
of pasture land at the edge of forested land that are able to support a forest.
The business relationship works because we are able to get the environmental
rights to the land in exchange for planning a forest that will provide
harvestable timber for the land owner of the property at some point in the
future. At present we have not negotiated any agreements and if we are unable to
our business plan could fail. Several suitable projects have been identified but
no advanced steps have been taken to draft contracts or begin initial
feasibility studies. We require additional capital to initiate a feasibility
study and have legal contracts drafted. The projected cost for procurement of a
project is $15,000.
15
INITIATE FEASIBILITY STUDY (2 WEEKS AFTER PROCUREMENT OF INITIAL PROJECT)
In order to assess the economic viability of our initial project we intend to
conduct a feasibility study where by growth and yield data will be used to
calculate carbon potential of the chosen project. The carbon potential will be
used to calculate revenues while costs will be determined by price of seed
stock, labor, verification, overhead and monitoring costs. Costs associated with
the feasibility study are expected to be $20,000
IMPLEMENT WORK PROGRAM (1-2 MONTH(S)-AFTER COMPLETION OF FEASIBILITY STUDY)
If the results of the feasibility study show positive economics we will
implement the site specific work program. The specific characteristics of the
chosen site will determine how much planting and site preparation is required
and how much preservation of existing vegetation is required. In order to
complete our work program the following costs will likely be incurred:
Legal- documents drafted to define terms of environmental rights, property
rights and responsibilities.
Seed Stock- seedlings will need to be purchased from local stock providers.
Labor- planting sites will need to be cleared and prepared and a planting crew
will need to be hired in order to complete the afforestation/reforestation.
Monitoring- costs associated with assuring the planted and protected trees are
growing to their potential and that adverse growing conditions, pests, fire and
disease have not negatively affected growth. This cost will not be incurred at
the time of the work program but a liability will be added to the balance sheet.
Costs associated with implementation of the work program are expected to be
$95,000
VERIFY CARBON CREDITS (1 MONTH-AFTER COMPLETION OF WORK PROGRAM)
Once the work program has been completed the project will undergo a review by a
third party. We intend to verify any carbon offsets through ISO 14064 project
accounting standard. ISO 14064 is a greenhouse gas project accounting standard
developed by the International Organization and Standardization beginning in
2002 and launched in spring of 2006. The standard is meant to be applicable
regardless of a country's current climate policy, and does not apply
restrictions of project types, size, location and crediting period. Requirements
for certification include:
1. The first part (14064-1) specifies requirements for designing and
developing organization or entity-level GHG inventories.
2. The second part (14064-2) details requirements for quantifying,
monitoring and reporting emission reductions and removal enhancements
from GHG projects.
3. The third part (14064-3) provides requirements and guidance for the
conducting of GHG information validation and verification.
Costs associated with verification are expected to cost $25,000. The
verification process is required only once per project after the trees have been
planted. Depending on the size and location of the poject the monitoring
requirements may vary slightly. The resons for variation are due to access,
species diversity, and forest risks including pests, pathogens and fire.
16
In a forest-based carbon offsetting project all the credits are procured and
registered for sale once the project have been verified. Our company however
will be responsible for monitoring the site and assuring the forest is healthy
and in place for the term of the contract. A typical monitoring program includes
a site visit or aerial survey every 5-10 years. We have budgeting $25,000 for
our initial project to be put aside for this obligation.
LOCATE BUYER FOR VERIFIED EMISSIONS (1-3 MONTH(S)-AFTER CREDITS ARE VERIFIED)
Once the carbon credits have been verified we will have the ability to sell the
carbon credits associated with the project. We intend to focus our sales efforts
on voluntary markets:
Voluntary Market: The Voluntary Market involves individuals, companies, and
organizations who purchase carbon offsets voluntarily to mitigate or neutralize
their own greenhouse gas emissions from transportation, electricity use, and
other sources. These groups are not obligated to purchase carbon offsets, but
choose to for various reasons such as green branding, social corporate
responsibility, or choosing to do the "right" thing.
Carbon offset products used in voluntary markets are generally referred to as
Verified Emissions Reductions or (VERs)
At present the company has no buyers for potential carbon credits. There is no
guarantee we will be able to source a buyer at a secured price to achieve
profitable operations. If we are unable to find a suitable buyer for our
potential carbon credits our business may fail.
SUMMARY
In summary, we are currently focused on sourcing financing options to move the
project forward. The completion or our first operational project should take 5-7
months from identification to final sale of verified carbon credits. In addition
to the costs and stages described above the company will be responsible for
monitoring of the forested area for the length of the contract (approximately 50
years). This liability is expected to cost $25,000.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are a start-up company and have not generated
any revenues. We cannot guarantee success of our business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FOR PERIODS ENDING MARCH 31, 2011 AND 2010
We did not earn any revenues from our incorporation on September 17, 2009 to
March 31, 2011. We incurred operating expenses in the amount of ($37,057) for
the period from our inception on September 17, 2009 through March 31, 2011.
17
These operating expenses were comprised incorporation costs, web-marketing and
other development costs.
We did not earn any revenues from our incorporation on September 17, 2009 to
March 31, 2010. We incurred operating expenses in the amount of ($6,211) for the
period from our inception on September 17, 2009 through March 31, 2010. These
operating expenses were comprised incorporation costs, web-marketing and other
development costs.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into 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 and would be considered
material to investors. Certain officers and directors of the Company have
provided personal guarantees to our various lenders as required for the
extension of credit to the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements, together with the Report thereon of
Silberstein Ungar, PLLC, independent certified public accountants, are included
elsewhere in Item 15 as F-1 through F-9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
We have had no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures with
our accountants for the year ended March 31, 2011 or any interim period.
We have not had any other changes in nor have we had any disagreements, whether
or not resolved, with our accountants on accounting and financial disclosures
during our two recent fiscal years or any later interim period.
ITEM 9A. CONTROLS AND PROCEDURES (ITEM 9A(T))
a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were not effective
such that the information required to be disclosed by us in reports filed under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
18
reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure. A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives. Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Often, one or two individuals
control every aspect of the Company's operation and are in a position to
override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a
rigorous set of software controls.
Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Company's internal control over financial reporting as of
March 31, 2011. In making this assessment, our Chief Executive Officer and Chief
Financial Officer used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control --
Integrated Framework. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer, concluded that, as of March 31, 2011, our internal
control over financial reporting were not effective.
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended March 31, 2011, there was no change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth certain information with respect to our
directors, executive officers and key employees.
Name Age Position
---- --- --------
Jason Kropp 41 President, CEO, Secretary, Treasurer,
CFO, and Director
19
JASON KROPP - PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY, TREASURER, CHIEF
FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER AND OUR SOLE DIRECTOR.
Since our inception on September 17, 2009, Jason Kropp has been our President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Chief
Accounting Officer and sole member of our board of directors. Mr. Kropp attended
the University of British Columbia where he obtained degrees and Economics in
1994. After completing his education in 1994 Jason went on to join Berja Group
Ltd, an Edmonton based company that provides a wide range of services in the
Petroleum and Chemical Industry. Mr Kropp runs the business end of Beria while
his brother runs the technical end. Jason's responsibilities include business
development as well as operations management. He is often traveling to build
business relationships with clientele and overseeing work completed by Berja
Group. Jason has not been a member of the board of directors of any corporations
during the last five years. He intends to devote approximately 50% of his
business time to our affairs.
During the past five years, Mr. Kropp has not been the subject of the following
events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Kropp 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.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Kropp's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
COMPENSATION OF DIRECTORS
We do not pay our Directors any fees in connection with their role as members of
our Board. Directors are not paid for meetings attended at our corporate
headquarters or for telephonic meetings. Our Directors are reimbursed for travel
and out-of-pocket expenses in connection with attendance at Board meetings. Each
board member serves for a one year term until elections are held at each annual
meeting.
Directors are elected at the Company's annual meeting of Stockholders and serve
for one year until the next annual Stockholders' meeting or until their
successors are elected and qualified. Officers are elected by the Board of
Directors and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board. The Company reimburses all
Directors for their expenses in connection with their activities as directors of
20
the Company. Directors of the Company who are also employees of the Company will
not receive additional compensation for their services as directors.
FAMILY RELATIONSHIPS
There are no family relationships on the Board of Directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer of
the Company: (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 or vacated,
of any court of any competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his 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 Commission 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.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ended March 31, 2011, the
compensation awarded to, paid to, or earned by, our Chief Executive Officer and
our Chief Technology Officer whose total compensation was zero.
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Jason Kropp 2011 -- -- -- -- -- -- -- --
President, CEO,
Secretary,
Treasurer, CFO,
and Director
21
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
None.
OPTION EXERCISES AND STOCK VESTED TABLE
None.
PENSION BENEFITS TABLE
None.
NONQUALIFIED DEFERRED COMPENSATION TABLE
None.
ALL OTHER COMPENSATION TABLE
None.
PERQUISITES TABLE
None.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
None.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to our financial
performance, our stock price, or any other measure.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial
ownership of the common stock as of March 31, 2011, by (i) each person who is
known by the Company to own beneficially more than 5% of the any classes of
outstanding Stock, (ii) each director of the Company, (iii) each officer and
(iv) all directors and executive officers of the Company as a group.
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other purpose. We
believe that each individual or entity named has sole investment and voting
power with respect to the securities indicated as beneficially owned by them,
subject to community property laws, where applicable, except where otherwise
noted. Unless otherwise stated, the address of each person is 2 East Congress
St., Suite 900 Tucson, AZ 85701.
22
Name, Title and Percent of Class
Address of Amount of --------------------
Beneficial Owner Beneficial Before After
Title Of Class of Shares Ownership Offering Offering
-------------- --------- --------- -------- --------
Jason Kropp 1,100,000 (1) 34.3% 34.3%(2)
President, CEO,
Secretary, Treasurer,
CFO, and Director
----------
(1) Jason Kropp's wife, Patricia Kropp, is the beneficial owner of 100,000
shares of common stock. 100,000 of the 1,100,000 shares listed in the above
table are owned by Patricia Kropp.
(2) The percent of class is based on 3,200,000 shares of common stock issued
and outstanding as of the date of this prospectus.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
There have been no material transactions during the past two years between us
and any officer, director or any stockholder owning greater than 5% of our
outstanding shares, nor any of their immediate family members.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees related to services performed by Silberstein
Ungar, PLLC in 2011 and 2010 were as follows:
2011 2010
Silberstein Ungar, Silberstein Ungar,
PLLC PLLC
---- ----
Audit Fees $8,000 $6,750
Audit-Related Fees (2) 0 0
Tax Fees (3) 0 0
All Other Fees (4) 0 0
------ ------
Total $8,000 $6,750
====== ======
23
The Board of Directors has reviewed and discussed with the Company's management
and independent registered public accounting firm the audited financial
statements of the Company contained in the Company's Annual Report on Form 10-K
for the Company's 2011 fiscal year. The Board has also discussed with the
auditors the matters required to be discussed pursuant to SAS No. 114
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's financial statements.
The Board has received and reviewed the written disclosures and the letter from
the independent registered public accounting firm required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and has discussed with its auditors its independence from the Company. The Board
has considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the
inclusion of the audited financial statements be included in the Company's
Annual Report on Form 10-K for its 2011 fiscal year for filing with the SEC.
PRE-APPROVAL POLICIES
The Board's policy is now to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company's independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues paid
by the Company to its accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.
The Board pre-approved all fees described above.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
31.1 Rule 13a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
and Chief Financial Officer (2)
31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer
and Chief Financial Officer (2)
32.1 Section 1350 Certification of the Chief Executive Officer (2)
32.2 Section 1350 Certification of the Chief Financial Officer (2)
----------
(1) Incorporated by reference to the Form. S-1 filed with the Securities and
Exchange Commission on October 14, 2009.
(2) Filed herein.
24
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form 10-K and authorized this registration
statement to be signed on its behalf by the undersigned, on the 20th day of June
2011.
By: /s/ Jason Kropp
-----------------------------------
Jason Kropp President, CEO,
Secretary, Treasurer, CFO, Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
Signatures Title Date
---------- ----- ----
By: /s/ Jason Kropp President, Chief Executive Officer, Secretary, June 20, 2011
---------------------------- Treasurer Chief Financial Officer, Director
Jason Kropp
25
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2011
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as of March 31, 2011 and 2010 F-2
Statements of Operations for the periods ended
March 31, 2011 and 2010 and for the period from
September 17, 2009 (Date of Inception) to March 31, 2011 F-3
Statement of Stockholders' Equity (Deficit) as of March 31, 2011 F-4
Statements of Cash Flows for the periods ended
March 31, 2011 and 2010 and for the period from
September 17, 2009 (Date of Inception) to March 31, 2011 F-5
Notes to Financial Statements F-6
26
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors
Krossbow Holding Corp.
Edmonton, Alberta, Canada
We have audited the accompanying balance sheets of Krossbow Holding Corp., as of
March 31, 2011 and 2010, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the periods then ended and the period from
September 17, 2009 (date of inception) to March 31, 2011. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Krossbow Holding Corp., as of
March 31, 2011 and 2010 and the results of their operations and cash flows for
the periods then ended and the period from September 17, 2009 (date of
inception) to March 31, 2011, in conformity with accounting principles generally
accepted in the United States.
The accompanying financial statements have been prepared assuming that Krossbow
Holding Corp. will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has incurred losses from operations and is in
need of additional capital to grow its operations so that it can become
profitable. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are
described in Note 7. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
------------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
June 3, 2011
F-1
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AT MARCH 31, 2011 AND 2010
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 933 $ 25,450
-------- --------
TOTAL ASSETS $ 933 $ 25,450
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accrued Expenses $ 3,500 $ 4,582
Notes payable - related party 8,490 1,079
-------- --------
TOTAL LIABILITIES 11,990 5,661
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, Par Value $0.001, 75,000,000 Shares Authorized,
3,200,000 Shares Issued and Outstanding 3,200 3,200
Additional Paid in Capital 22,800 22,800
Deficit Accumulated During the Development Stage (37,057) (6,211)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (11,057) 19,789
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 933 $ 25,450
======== ========
The accompanying notes are an integral part of the financial statements.
F-2
KROSSBOW HOLDING CORP.
STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED MARCH 31, 2011 AND 2010
FOR THE PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO MARCH 31, 2011
Period from
September 17, 2009
Year ended Period ended (Date of Inception) to
March 31, March 31, March 31,
2011 2010 2011
---------- ---------- ----------
GROSS REVENUES $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES
Professional fees 28,788 3,500 32,288
General and administrative 2,058 2,711 4,769
---------- ---------- ----------
TOTAL OPERATING EXPENSES 30,846 6,211 37,057
---------- ---------- ----------
LOSS FROM OPERATIONS (30,846) (6,211) (37,057)
OTHER EXPENSES 0 0 0
---------- ---------- ----------
NET LOSS BEFORE INCOME TAXES (30,846) (6,211) (37,057)
---------- ---------- ----------
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (30,846) $ (6,211) $ (37,057)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 3,200,000 716,327
========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.01) $ (0.01)
========== ==========
The accompanying notes are an integral part of the financial statements.
F-3
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO MARCH 31, 2011
Deficit
Accumulated
Common Stock Additional During the
---------------------- Paid in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Inception, September 17, 2009 0 $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ---------- ----------
Common stock issued to founder at
$0.004 per share 1,000,000 1,000 3,000 -- 4,000
Common stock issued for cash at
$0.01 per share 2,200,000 2,200 19,800 -- 22,000
Net loss for the period ended
March 31, 2010 -- -- -- (6,211) (6,211)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2010 3,200,000 3,200 22,800 (6,211) 19,789
Net loss for the year ended March 31, 2011 -- -- -- (30,846) (30,846)
---------- ---------- ---------- ---------- ----------
Balance, March 31, 2011 3,200,000 $ 3,200 $ 22,800 $ (37,057) $ (11,057)
========== ========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
F-4
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED MARCH 31, 2011 AND 2010
FOR THE PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO MARCH 31, 2011
Period from
September 17, 2009
Year ended Period ended (Date of Inception) to
March 31, March 31, March 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $(30,846) $ (6,211) $(37,057)
-------- -------- --------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Changes in Assets and Liabilities
Increase (Decrease) in Accrued Expenses (1,082) 4,582 3,500
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (31,928) (1,629) (33,557)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds From Notes Payable - Related Party 7,411 1,079 8,490
Proceeds From the Sale of Common Stock 0 26,000 26,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,411 27,079 34,490
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (24,517) 25,450 933
CASH AND CASH EQUIVALENTS - BEGINNING 25,450 0 0
-------- -------- --------
CASH AND CASH EQUIVALENTS - ENDING $ 933 $ 25,450 $ 933
======== ======== ========
Supplemental Cash Flow Information:
CASH PAID FOR INTEREST $ 0 $ 0 $ 0
======== ======== ========
CASH PAID FOR INCOME TAXES $ 0 $ 0 $ 0
======== ======== ========
The accompanying notes are an integral part of the financial statements.
F-5
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Krossbow Holding Corp. ("the Company" or "Krossbow") was incorporated under the
laws of the State of Nevada, U.S. on September 17, 2009. The Company is in the
development stage and it intends to design and construct eco-friendly self
assembly housing and storage structures. The Company intends to build a product
that will be well suited to a more environmentally conscious market looking for
affordable quality housing and storage that can be put together easily and
quickly. Initially the target market will be the resort and cabin markets of
Europe, Asia and North America.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, September 17, 2009 through
March 31, 2011 the Company has accumulated losses of $37,057.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
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 a March 31 fiscal year end.
Fair Value of Financial Instruments
The carrying value of cash, accrued expenses, and notes payable - related party
approximate their fair value due to the short period of these instruments.
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
F-6
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.
Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common
shares outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.
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.
As of March 31, 2011, the Company has not issued any stock-based payments to its
employees.
Recent Accounting Pronouncements
Krossbow does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 2 - ACCRUED EXPENSES
Accrued expenses at March 31, 2011 consisted of amounts owed to the Company's
outside independent auditors.
NOTE 3 - NOTES PAYABLE - RELATED PARTY
On September 17, 2009, the sole Director and President, Jason Kropp loaned the
Company $1,079. The loan is non-interest bearing, unsecured and due upon demand.
During the year ended March 31, 2011, the director loaned the company an
additional $7,411 to fund operations. The loans are non-interest bearing,
unsecured and due on demand.
The total due to the director was $8,490 as of March 31, 2011.
F-7
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
NOTE 4 - CAPITAL STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In December 2009, the Company issued 1,000,000 shares of common stock at a price
of $0.004 per share for total cash proceeds of $4,000.
In January through March 2010, the Company issued 2,200,000 shares of common
stock at a price of $0.01 per share for total cash proceeds of $22,000.
There were no additional shares issued during the year ended March 31, 2011. The
Company has 3,200,000 shares of common stock issued and outstanding as of March
31, 2011.
NOTE 5 - INCOME TAXES
For the year ended March 31, 2011, the Company has incurred net losses 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
carry-forward is approximately $37,000 at March 31, 2011, and will expire
beginning in the year 2030.
The provision for Federal income tax consists of the following for the periods
ended March 31:
2011 2010
-------- --------
Federal income tax benefit attributable to:
Current operations $ 10,488 $ 2,112
Less: valuation allowance (10,488) (2,112)
-------- --------
Net provision for Federal income taxes $ 0 $ 0
======== ========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2011 2010
-------- --------
Deferred tax asset attributable to:
Net operating loss carryover $ 12,600 $ 2,112
Less: valuation allowance (12,600) (2,112)
-------- --------
Net deferred tax asset $ 0 $ 0
======== ========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of $37,057 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.
NOTE 6 - 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.
F-8
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company incurred losses of $37,057 since its inception and has
not yet produced revenues from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event that the
Company cannot continue as a going concern. Management anticipates that it will
be able to raise additional working capital through the issuance of stock and
through additional loans from investors.
The ability of the Company to continue as a going concern is dependent upon the
Company's ability to attain a satisfactory level of profitability and obtain
suitable and adequate financing. There can be no assurance that management's
plan will be successful.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company has analyzed its operations
subsequent to March 31, 2011 to June 3, 2011, the date these financial
statements were issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.
F-9