Attached files
file | filename |
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EX-14.1 - CODE OF ETHICS - Expedite 5 Inc | f10k2009ex14_expedite5.htm |
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - Expedite 5 Inc | f10k2009ex31_expedite5.htm |
EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - Expedite 5 Inc | f10k2009ex32_expedite5.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended September 30, 2009
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ___________ to ___________
Commission
File No. 000-52867
EXPEDITE
5, INC.
(Name of
small business issuer in its charter)
DELAWARE
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification No.)
|
212
Carnegie Center, #206
Princeton,
NJ
|
08540
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(609)
524-2560
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
|
|
Title
of each class registered:
|
Name
of each exchange on which registered:
|
None
|
None
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
Common
Stock, par value $.001
(Title
of class)
|
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 he
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x
No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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)
|
Revenues for year ended September 30, 2009: $0
Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of September 30, 2009, was: $0
Number of
shares of the registrant’s common stock outstanding as of October 29, 2009 was:
100,000
Transitional
Small Business Disclosure Format: Yes o No
x
TABLE
OF CONTENTS
PART
I
|
1
|
|
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
2
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY
|
2
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
2
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
2
|
PART
II
|
2
|
|
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
2
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
4
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
4
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
4
|
ITEM
8.
|
FINANCIAL
STATEMENTS
|
F-
|
ITEM
9.
|
CHANGES
IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ABD FINANCIAL
DISCLOSURE
|
5 |
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
5 |
PART
III
|
6
|
|
ITEM
10.
|
DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
6
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
7
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
8
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
8
|
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
9 |
PART
IV
|
9
|
|
ITEM
15.
|
EXHIBITS
LIST AND REPORTS ON FORM 8-K
|
9
|
SIGNATURES
|
10
|
|
PART
I
ITEM
1. DESCRIPTION OF
BUSINESS
General
Expedite
5, Inc. (the Company), a Company incorporated in the state of Delaware as of
September 27, 2007 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be September 30.
Perceived
Benefits
There are
certain perceived benefits to being a reporting company with a class of
publicly- traded securities. These are commonly thought to include the
following:
-
|
the
ability to use registered securities to make acquisitions of assets or
businesses;
|
-
|
increased
visibility in the financial community;
|
-
|
the
facilitation of borrowing from financial institutions;
|
-
|
improved
trading efficiency;
|
-
|
shareholder
liquidity;
|
-
|
greater
ease in subsequently raising capital;
|
-
|
compensation
of key employees through stock options for which there may be a market
valuation;
|
-
|
enhanced
corporate image;
|
-
|
a
presence in the United States capital
market.
|
Potential Target
Companies
A
business entity, if any, which may be interested in a business combination with
us may include the following:
-
|
a
company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;
|
-
|
a
company which is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to
it;
|
-
|
a
company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
|
-
|
a
company which believes that it will be able to obtain investment capital
on more favorable terms after it has become public;
|
-
|
a
foreign company which may wish an initial entry into the United States
securities market;
|
-
|
a
special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified Employee Stock Option
Plan;
|
-
|
a
company seeking one or more of the other perceived benefits of becoming a
public company.
|
1
A
business combination with a target company will normally involve the transfer to
the target company of the majority of our issued and outstanding common stock,
and the substitution by the target company of its own management and board of
directors.
No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.
Employees
We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.
ITEM
2. DESCRIPTION OF
PROPERTY
We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
ITEM
3. LEGAL
PROCEEDINGS
We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
ITEM
4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS
None.
PART
II
ITEM
5. MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common
Stock
There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has
to be made about the risks of investing in penny stocks in both public offerings
and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
2
Holders
There is
one holder of our Common Stock. The issued and outstanding shares of our Common
Stock were issued in accordance with the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Recent Sales of Unregistered
Securities
None
Equity Compensation Plan
Information
The
following table sets forth certain information as of October 26, 2009, with
respect to compensation plans under which our equity securities are authorized
for issuance:
(a)
|
(b)
|
(c)
|
||
_________________
|
_________________
|
_________________
|
||
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
||
Equity
compensation
|
None
|
|||
Plans
approved by
|
||||
Security
holders
|
||||
Equity
compensation
|
None
|
|||
Plans
not approved
|
||||
By
security holders
|
||||
Total
|
3
ITEM
6. SELECTED FINANICAL
DATA
Not applicable because we are a smaller reporting company.
ITEM
7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of
Operation
The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results of
Operation
The
Company did not have any operating income from September 30, 2008 through
September 30, 2009 and the Company recognized a net loss of $2,250 in 2008 and
$2,250 in 2009. Some general and administrative expenses from inception were
accrued. Expenses from inception were comprised of costs mainly associated with
legal, accounting and office.
Liquidity and Capital
Resources
At
September 30, 2009 the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.
Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.
Sheila
Hunter will supervise the search for target companies as potential candidates
for a business combination. Sheila Hunter will pay, as his own expenses, any
costs he incurs in supervising the search for a target
company. Sheila Hunter may enter into agreements with other
consultants to assist in locating a target company and may share stock received
by it or cash resulting from the sale of its securities with such other
consultants. Sheila Hunter controls us and therefore has the authority to enter
into any agreement binding us. Sheila Hunter as our sole officer, director and
only shareholder can authorize any such agreement binding us.
ITEM
7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable because we are a smaller reporting company.
4
ITEM
8. FINANCIAL
STATEMENTS
EXPEDITE
5, INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF SEPTEMBER 30, 2009
Expedite
5, Inc.
(a
development stage company)
Financial
Statements Table of Contents
FINANCIAL
STATEMENTS
|
Page
#
|
Balance
Sheet
|
F-1
|
Statement of
Operations and Retained Deficit
|
F-2
|
Statement of
Stockholders Equity
|
F-3
|
Cash
Flow Statement
|
F-4
|
Notes
to the Financial Statements
|
F-5
|
Gately
& Associates, LLC
Lake
Mary, FL
REPORT
OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANT
To the
Board of Directors and Shareholder
Expedite
4, Inc.
We have
audited the accompanying balance sheets of Expedite 4, Inc. as of September 30,
2009 and 2008, and the related statements of operations, equity and cash flows
from inception (September 27,2007), the twelve months ended September 30, 2009
and 2008. 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 audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides 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 Expedite 4, Inc. from inception
(September 27,2007), the twelve months ended September 30, 2009 and 2008 in
conformity with U.S. generally accepted accounting principles.
Gately
& Associates, LLC
October
15, 2009
Expedite
5, Inc.
(a
development stage company)
BALANCE
SHEET
As
of September 30, 2009 and 2008
ASSETS | ||||||||
CURRENT ASSETS |
9/30/2009
|
9/30/2008
|
||||||
Cash | $ | - | $ | - | ||||
Total Current Assets | - | - | ||||||
TOTAL ASSETS | $ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDER'S
EQUITY
|
||||||||
CURRENT LIABILITIES | ||||||||
Accrued Expenses | $ | 750 | $ | 2,750 | ||||
Total Current Liabilities | 750 | 2,750 | ||||||
TOTAL LIABILITIES | 750 | 2,750 | ||||||
STOCKHOLDER'S EQUITY | ||||||||
Preferred Stock - Par value $0.001 | ||||||||
Authorized: 50,000,000 | ||||||||
Issued & Outstanding: None | - | - | ||||||
Common Stock - Par value $0.001; | ||||||||
Authorized: 200,000,000 | ||||||||
Issued and Outstanding: 100,000 | 100 | 100 | ||||||
Additional Paid-In Capital | 4,250 | - | ||||||
Accumulated Deficit | (5,100 | ) | (2,850 | ) | ||||
Total Stockholder's Equity | (750 | ) | (2,750 | ) | ||||
TOTAL LIABILITIES AND EQUITY | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-1
Expedite
5, Inc.
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the twelve months ending September 30, 2009 and 2008
And
from inception (September 27, 2007) through September 30,
2009
12
months
|
12
months
|
|||||||||||
ending
|
ending
|
FROM
|
||||||||||
9/30/2009
|
9/30/2008
|
INCEPTION
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
COST OF
SERVICES
|
- | - | - | |||||||||
GROSS
PROFIT OR (LOSS)
|
- | - | - | |||||||||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
2,250 | 2,250 | 5,100 | |||||||||
NET
INCOME (LOSS)
|
(2,250 | ) | (2,250 | ) | (5,100 | ) | ||||||
ACCUMULATED DEFICIT,
BEGINNING BALANCE
|
(2,850 | ) | (600 | ) | - | |||||||
ACCUMULATED DEFICIT,
ENDING BALANCE
|
$ | (5,100 | ) | $ | (2,850 | ) | $ | (5,100 | ) | |||
Earnings (loss) per share
|
$ | (0.02 | ) | $ | (0.02 | ) | ||||||
Weighted average number of common shares
|
100,000 | 100,000 |
The accompanying notes are an integral part of
these financial statements.
F-2
Expedite
5, Inc.
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (September 27, 2007) through September 30, 2009
COMMON |
PAID
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
SHARES
|
STOCK
|
IN
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||||||
Stock
issued on acceptance
|
||||||||||||||||||||
of
incorporation expenses
|
||||||||||||||||||||
September
27, 2007
|
100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
Net
Loss
|
(600 | ) | (600 | ) | ||||||||||||||||
Total,
September 30, 2007
|
100,000 | 100 | - | (600 | ) | (500 | ) | |||||||||||||
Net
Loss
|
(2,250 | ) | (2,250 | ) | ||||||||||||||||
Total,
September 30, 2008
|
100,000 | 100 | - | (2,850 | ) | (2,750 | ) | |||||||||||||
In-Kind
Contribution
|
4,250 | 4,250 | ||||||||||||||||||
Net
Loss
|
(2,250 | ) | (2,250 | ) | ||||||||||||||||
Total,
September 30, 2009
|
100,000 | $ | 100 | $ | 4,250 | $ | (5,100 | ) | $ | (750 | ) |
The
accompanying notes are an integral part of these financial
statements.
F-3
Expedite
5, Inc.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
For
the twelve months ending September 30, 2009 and 2008
From
inception (September 27, 2007) through September 30, 2009
12
months
|
12
months
|
|||||||||||
ending
|
ending
|
FROM
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
9/30/2009
|
9/30/2008
|
INCEPTION
|
|||||||||
Net income (loss) | $ | (2,250 | ) | $ | (2,250 | ) | $ | (5,100 | ) | |||
Stock issued as compensation | - | - | 100 | |||||||||
In-Kind Contribution | 4,250 | - | 4,250 | |||||||||
Increase (Decrease) in Accrued Expenses | (2,000 | ) | 2,250 | 750 | ||||||||
Total adjustments to net income | 2,250 | 2,250 | 5,100 | |||||||||
Net cash provided by (used in) operating activities | - | - | - | |||||||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
None | - | - | - | |||||||||
Net cash flows provided by (used in) investing activities | - | - | - | |||||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
None | - | - | - | |||||||||
Net cash flows provided by (used in) financing activities | - | - | - | |||||||||
CASH RECONCILIATION
|
||||||||||||
Net increase (decrease) in cash | - | - | - | |||||||||
Cash - beginning balance | - | - | - | |||||||||
CASH BALANCE - END OF
PERIOD
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements
F-4
EXPEDITE
5, INC.
(a
development stage company)
NOTES
TO FINANCIAL STATEMENTS
1. Summary of significant
accounting policies:
Industry:
Expedite
5, Inc. (the Company), a Company incorporated in the state of Delaware
as of September 27, 2007 plans to locate and negotiate with a business
entity
for the combination of that target company with The Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-
for-assets exchange. In most instances the target company will wish to
structure
the business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that The Company will be successful
in
locating or negotiating with any target company.
The
Company has been formed to provide a method for a foreign or domestic
private
company to become a reporting ("public") company whose securities are
qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be September 30.
Results of Operations and
Ongoing Entity:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is
substantial doubt as to the Company’s ability to continue as a going
concern.
The Company's shareholders fund any shortfalls in The Company's cash flow
on a day
to day basis during the time period that The Company is in the development
stage.
Liquidity and Capital
Resources:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
Cash and Cash
Equivalents:
The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.
Basis of
Accounting:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted
accounting principles.
F-5
Income
Taxes:
The
Company utilizes the asset and liability method to measure and record
deferred
income tax assets and liabilities. Deferred tax assets and
liabilities
reflect the future income tax effects of temporary differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and are measured using enacted tax rates
that apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax assets are reduced
by a valuation allowance when in the opinion of management, it is more
likely
than not that some portion or all of the deferred tax assets will not be
realized.
At this time, The Company has set up an allowance for deferred taxes
as there
is no company history to indicate the usage of deferred tax assets and
liabilities.
The
income tax payable that was accrued for the years ended September 30, 2009 and
2008 was offset by the Company’s net operating loss carry-forward, therefore;
the provisions for income tax in the income statement is $0. The Company has net
operating loss carry-forwards that were derived solely from operating losses.
These amounts can be carried forward to be used to offset future income for tax
purposes for a period of 20 years for each year’s loss. The accounting for these
losses derives a deferred tax asset for the period from inception ended
September 30, 2009 of $1,020.
No
provision was made for federal income tax since the Company has significant net
operating losses. From inception through September 30, 2009, the Company
incurred net operating losses for tax purposes of approximately $5,100. The
availability of the Company’s net operating loss carry-forwards are subject to
limitation if there is a 50% or more positive change in the ownership of the
Company’s stock. The provision for income taxes consists of the federal and
state minimum tax imposed on corporations.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of September 30, 2009 are as
follows:
Deferred
tax assets:
|
||||
Federal
net operating loss
|
$
|
765
|
||
State
net operating loss
|
255
|
|||
Total
deferred tax assets
|
1,020
|
|||
Less
valuation allowance
|
(1,020
|
)
|
||
$
|
--
|
The
Company has provided a 100% valuation allowance on the deferred tax assets at
September 30, 2009 to reduce such asset to zero, since there is no assurance
that the Company will generate future taxable income to utilize such asset.
Management will review this valuation allowance requirement periodically and
make adjustments as warranted.
The reconciliation of the effective income tax rate to the federal statutory rate for the period ended September 30, 2009 is as follows:
F-6
2009
|
||||
Federal
income tax rate
|
(15.0
|
%)
|
||
State
tax, net of federal benefit
|
(5.0
|
%)
|
||
Increase
in valuation allowance
|
20.0
|
%
|
||
Effective
income tax rate
|
0.0
|
%
|
Fair Value of Financial
Instruments:
The
Company's financial instruments may include cash and cash equivalents,
short-term
investments, accounts receivable, accounts payable and liabilities to banks
and shareholders. The carrying amount of long-term debt to banks approximates
fair value based on interest rates that are currently available to The
Company for issuance of debt with similar terms and remaining maturities.
The
carrying amounts of other financial instruments approximate their fair
value
because of short-term maturities.
Concentrations of Credit
Risk:
Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits
that are
at risk.
2. Related Party Transactions
and Going Concern:
The
Company's financial statements have been presented on the basis that it is a
going
concern in the development stage, which contemplates the realization of
assets
and the satisfaction of liabilities in the normal course of business. At
this time
The Company has not identified the business that it wishes to engage
in.
The
Company's shareholder funds The Company's activities while The Company takes
steps to
locate and negotiate with a business entity for combination; however,
there can
be no assurance these activities will be successful.
3. Accounts Receivable and
Customer Deposits:
Accounts receivable and Customer deposits do not exist at this time and therefore; have no allowances accounted for or disclosures made.
4. Use of
Estimates:
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.
F-7
5. Revenue and Cost
Recognition:
The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.
6. Accrued
Expenses:
Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.
7. Operating Lease
Agreements:
The Company has no agreements at this time.
8. Stockholder's
Equity:
Preferred stock includes 50,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.
Common
Stock includes 200,000,000 shares authorized at a par value of $0.001, of
which
100,000 have been issued for the amount of $100 on September 27, 2007 in
acceptance
of the incorporation expenses for the Company.
9. Required Cash Flow
Disclosure for Interest and Taxes Paid:
The company has paid no amounts for federal income taxes and interest. The Company issued 100,000 common shares of stock to its sole shareholder in acceptance of the incorporation expenses for the Company.
10. Earnings Per
Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available to
common
shareholders by the weighted-average number of common shares outstanding
for the
period as required by the Financial Accounting Standards Board (FASB)
under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares".
Diluted EPS reflects the potential dilution of securities that could
share in
the earnings.
F-8
11. Controls and
Procedures:
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of September 30, 2009. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.
12. Subsequent
Events:
None known at this time.
F-9
ITEM
9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Our
accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
ITEM
9A. CONTROLS
AND PROCEDURES
Evaluation
of disclosure controls and procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2009. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting. Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as
of September 30, 2009.
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 with respect to
financial statement preparation and presentation.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report.
Changes in internal
controls
We have
not made any changes to our internal controls subsequent to the Evaluation Date.
We have not identified any deficiencies or material weaknesses or other factors
that could significantly affect these controls, and therefore, no corrective
action was taken.
5
PART
III
ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT
We have
one Director and Officer as follows:
Name
|
Age
|
Positions
and Offices Held
|
Sheila
Hunter
|
37
|
President/Director
|
Our
President is Sheila Hunter. Sheila Hunter is thirty-six years old and was born
and raised in Coquitlam, British Columbia. Sheila is presently employed at the
only job she has ever had at her family's catering business "Lens' Catering" in
Burnaby, British Columbia which her Grandfather started in 1950. The balance of
her time is spent looking after her two kids.
There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.
Ms.
Hunter is also the President of Expedite 4, Inc. which is also a blank check
company. As such, demands may be placed on the time of Ms. Hunter which will
detract from the amount of time she is able to devote to us. Ms. Hunter intends
to devote as much time to the activities of the Company as required. However,
should such a conflict arise, there is no assurance that Ms. Hunter would not
attend to other matters prior to those of the Company. Ms. Hunter projects that
initially up to ten hours per month of her time may be spent locating a target
company which amount of time would increase when the analysis of, and
negotiations and consummation with, a target company are
conducted.
Ms.
Hunter owns 100,000 shares, of the Company's common stock. At the time of a
business combination, management expects that some or all of the shares of
common stock owned by Sheila Hunter, will be purchased by the target company or
retired by the Company. The amount of Common Stock sold or continued to be owned
by Ms. Hunter, cannot be determined at this time.
The terms
of the business combination may include such terms as Ms. Hunter remaining a
director or officer of the company. The terms of a business combination may
provide for a payment by cash or otherwise to Sheila Hunter, for the purchase or
retirement of all or part of her common stock by a target company or for
services rendered incident to or following a business combination. Ms. Hunter
would directly benefit from such payment. Such benefits may influence Ms.
Hunter's choice of a target company.
We may
agree to pay finder's fees, as appropriate and allowed, to unaffiliated persons
who may bring a target company to us where that reference results in a business
combination. No finder's fee of any kind will be paid by us to management or our
promoters or to their associates or affiliates. No loans of any type have, or
will be, made by us to management or our promoters or to any of their associates
or affiliates.
We will
not enter into a business combination, or acquire any assets of any kind for its
securities, in which our management or any affiliates or associates have any
interest, direct or indirect.
There are
no binding guidelines or procedures for resolving potential conflicts of
interest. Failure by management to resolve conflicts of interest in favor of us
could result in liability of management to us. However, any attempt by
shareholders to enforce a liability of management to us would most likely be
prohibitively expensive and time consuming.
6
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.
None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
Certain Legal
Proceedings
No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
Compliance With Section
16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended September
30, 2009.
Code of
Ethics
The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
ITEM
11. EXECUTIVE
COMPENSATION
Compensation of Executive
Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended September 30, 2009 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
7
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||||||||||||||
Sheila
Hunter
President,
CEO
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||
Executive
Officer,
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||||||||||
Chief
Financial Officer
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
ITEM
12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
Name
and Address of
Beneficial
Owner
|
Amount
of
Beneficial
Ownership
|
Percentage
of
Class
|
Sheila
Hunter
|
100,000
|
100%
|
212
Carnegie Center
|
||
#206
|
||
Princeton,
NJ 08540
|
||
All
Executive Officers
|
||
and
Directors as a Group
|
100,000
|
100%
|
(1
Person)
|
ITEM
13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS.
We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
8
ITEM
14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES
Audit
Fees
For the
Company’s fiscal years ended September 30, 2009 and 2008, we were billed
approximately $1,250 and $1,000 respectively, for professional services rendered
for the audit of our financial statements. We were not billed for the review of
financial statements included in our periodic and other reports filed with the
Securities and Exchange Commission for our year ended September 30, 2009 and
2008.
Tax Fees
For the
Company’s fiscal years ended September 30, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended September 30, 2009 and
2008.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
We do not
have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors.
The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records
of what percentage of the above fees were
pre-approved. However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
PART
IV
ITEM 15. EXHIBITS
Method
of Filing
|
Exhibit
Number
|
Exhibit
Title
|
Incorporated
by reference to Exhibit 3.1 to Form 10SB filed on October 26, 2007 (File
No. 000-52866)
|
3.1
|
Certificate
of Incorporation of Expedite 2, Inc.*
|
Incorporated
by reference to Exhibit 3.2 to Form 10SB filed on October 26, 2007 (File
No. 000-52866)
|
3.2
|
By-Laws*
|
Filed
herewith
|
31.1
|
Certification
of Sheila Hunter pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
Filed
herewith
|
32.1
|
Certification
of Sheila Hunter pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
* Incorporated
by reference to Exhibit 3.2 to Form 10SB filed on October 26, 2007 (File No.
000-52867)
9
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
Expedite 5, Inc.
By:
|
/s/Sheila Hunter
|
Chief
Executive Officer
Principal
Financial Officer, and Secretary
|
Dated
|
October
29, 2009
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Name
|
Title
|
Date
|
|
/s/ Sheila Hunter | Chief Executive Officer |
October
29, 2009
|
|
Sheila
Hunter
|
Principal
Financial Officer, and Secretary
|
|
10