Attached files
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EX-21.1 - EXHIBIT 21.1 - Sunshine Biopharma, Inc | mtnwstbus10k73109x21_102909.htm |
EX-32.1 - EXHIBIT 32.1 - Sunshine Biopharma, Inc | mtnwstbus10k73109x32_102909.htm |
EX-31.1 - EXHIBIT 31.1 - Sunshine Biopharma, Inc | mtnwstbus10k73109x311_102909.htm |
EX-31.2 - EXHIBIT 31.1 - Sunshine Biopharma, Inc | mtnwstbus10k73109x312_102909.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
For the
Fiscal Year Ended: July 31, 2009
Commission
File No. 0-52898
Mountain West Business
Solutions , Inc.
(Exact
Name of Small Business Issuer as specified in its charter)
Colorado
|
20-5566275
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
9844
W Powers Circle
|
|
Littleton, Colorado
|
80123
|
(Address
of principal executive offices)
|
(zip
code)
|
720-404-7882
(Registrant's
telephone number, including area code)
Securities
to be Registered Pursuant to Section 12(b) of the Act: None
Securities
to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.0.001 per
share par value
Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [X]
Indicate
by check mark whether the Registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes:
[X] No: [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files. Yes [] No [
]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K.
[X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [] No
[X].
Registrant's
revenues for its most recent fiscal year were $-0-. State the aggregate market
value of the voting stock held by nonaffiliates computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days: approximately
$133,000.
The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date October 28, 2009, was 9,388,000.
FORM
10-K
Mountain
West Business Solutions, Inc.
INDEX
Page | ||||
PART
I
|
||||
Item
1. Business
|
3 | |||
Item
1A. Risk Factors
|
6 | |||
Item
2. Property
|
9 | |||
Item
3. Legal Proceedings
|
9 | |||
Item
4. Submission of Matters to a Vote of Security Holders
|
9 | |||
PART
II
|
||||
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
10 | |||
Item
6. Selected Financial Data
|
11 | |||
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
11 | |||
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
15 | |||
Item
8. Financial Statements and Supplementary Data
|
16 | |||
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
|
18 | |||
Item
9A(T). Controls and Procedures
|
18 | |||
Item
9B. Other Information
|
19 | |||
PART
III
|
||||
Item
10. Directors, Executive Officers and Corporate Governance
|
19 | |||
Item
11. Executive Compensation
|
20 | |||
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
21 | |||
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
21 | |||
Item
14. Principal Accountant Fees and Services
|
21 | |||
Item
15. Exhibits Financial Statement Schedules
|
22 | |||
Signatures
|
23 |
References
in this document to “Mountain West,” "us," "we," or "Company" refer to Mountain
West Business Solutions, Inc. and its subsidiary, Mountain West Beverage,
Inc.
-
2 -
Forward-Looking
Statements
The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
When
used in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that
may
affect
our business.
PART
I
Item
1. DESCRIPTION OF BUSINESS.
General
Information.
Our
business is to provide management consulting with regard to accounting, computer
and general business issues for small and home-office based companies. We were
incorporated on August 31, 2006. Our original focus will be in the Denver,
Colorado metropolitan area, but we may expand nationwide. At the present time,
we have no active operations and are developing our business plan. We plan to
sell our services to small and medium-sized business clients. At the present
time, we have no plans to raise any additional funds within the next twelve
months. Any working capital will be expected to be generated from internal
operations or from funds which may be loaned to us by Mr. Milonas, our
President. In the event that we need additional capital, Mr. Milonas has agreed
to loan such funds as may be necessary through December 31, 2009 for working
capital purposes. However, we reserve the right to examine possible additional
sources of funds, including, but not limited to, equity or debt offerings,
borrowings, or joint ventures. No market surveys have ever been conducted to
determine demand for our services. Therefore, there can be no assurance that any
of our objectives will be achieved.
In April,
2007, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under an exemption from the
federal securities laws. We raised a total of $29,500 in this offering and sold
a total of 118,000 shares.
We have
not been subject to any bankruptcy, receivership or similar
proceeding.
Our
address is 9844 W. Powers Circle, Littleton CO, 80123. Our telephone
number is (720) 404-7882.
Organization.
We are
comprised of one corporation with one subsidiary. All of our operations are
conducted through our parent corporation and our subsidiary.
-
3 -
Operations.
At the
present time, we are developing our business plan. Our plan is to sell our
services to small and medium-sized business clients. The results of our
operations will depend, among other things, upon the ability of ours to develop
clients for its business consulting practice. Further, there is the possibility
that our proposed operations will not generate income sufficient to meet
operating expenses or will generate income, if any, at rates lower than those
anticipated or necessary to sustain the investment.
We plan
to initially operate out of our office in Littleton, Colorado. This is also the
home of our President and largest shareholder.
We plan
to offer small office/home office business owners technical help for their
accounting issues, computers, and general business issues. We plan to offer
three main services: Hourly consulting; retainer contracts for specific skills,
and project consulting.
Hourly. We expect this to be
the less traditional sort of short term assignment helping a client solve a
problem. This form of service would include both emergency and non-emergency
assistance.
Retainer. We see
this as the more traditional form of consulting, including regular business
maintenance, statements, returns and filings. These services would include
traditional management consulting with regard to accounting, computers and
general business.
Project. We see sees this to
include such things as consulting on major purchases, computer system/network
installation and testing, and major disaster recovery for
computers.
We have
begun initially marketing our services but have no definitive arrangements at
the present time. We plan to utilize the expertise and existing business
relationships of our principal officer, Mr. Milonas to develop our
opportunities. We plan to advertise in local newspapers and to use the contacts
of Mr. Milonas to develop our business. All operational decisions will be made
solely by Mr. Milonas.
It should
be noted, however, that we do not have any extensive history of operations. To
the extent that management is unsuccessful in keeping expenses in line with
income, failure to affect the events and goals listed herein would result in a
general failure of the business. This would cause management to consider
liquidation or merger.
Markets.
Our
original focus will be in the Denver, Colorado metropolitan area. However, we
may expand nationwide if we are successful. We have no plans for any expansion
at this time. No market surveys have ever been conducted to determine demand for
our services. Therefore, there can be no assurance that any of our objectives
will be achieved.
Our
initial marketing plan is to focus completely on developing a client base. We
believe that the primary reason that clients would buy from us rather than
competitors would be the existing relationships that exist. We believe that
client loyalty and satisfaction can be the basis for success in this business.
Therefore, we plan to develop and expand on already existing relationships to
develop a competitive edge.
Raw
Materials.
The use
of raw materials is not a material factor in our operations at the present time.
We do not expect raw materials to be a material factor in the
future.
-
4 -
Customers
and Competition.
We plan
to provide management consulting with regard to accounting, computer and general
business issues for small and home-office based companies. The barriers to entry
are not significant. More importantly, we face strong competitors in all areas
of our business. All aspects of our business are highly competitive. All of our
competitors are larger than us and have greater financial resources than we do.
All of our competitors have substantially greater experience in management
consulting with regard to every area in which we plan to provide
service. Our principal effort at this point will be to develop a client
base. No single company currently dominates this business.
Competition
with these companies could make it difficult, if not impossible for us to
compete, which could adversely affect our results of operations. Competition
from larger and more established companies is a significant threat and is
expected to remain so for us. Any competition may cause us to fail to gain or to
lose clients, which could result in reduced or non-existent revenue. Competitive
pressures may impact our revenues and our growth.
Our
initial marketing plan is to focus completely on developing a client base. We
believe that the primary reason that clients would buy from us rather than
competitors would be the existing relationships that exist. We believe that
client loyalty and satisfaction can be the basis for success in this business.
Therefore, we plan to develop and expand on already existing relationships to
develop a competitive edge..
Generally,
the consulting business is very dynamic and subject to sudden change. There
appear to be three main classes of competition, the largest of which consists of
individual proprietors and smaller consulting firms such as us. The first class
consists of in-house consultants, who are usually employed by larger companies
that can afford the fixed cost of a salaried or hourly employee. The second
class consists of individual proprietors & smaller consulting firms. We
believes that this is our largest potential competitor group. The third class
consists of larger consulting firms that specialize in providing total business
services to larger companies that choose to outsource.
Almost
all of the companies in this industry have greater resources and expertise than
we do. Our principal effort at this point will be to develop a client base. No
single company currently dominates this business.
Backlog.
At July
31, 2009, we had no backlogs.
Employees.
We have
one full-time employee: Mr. Matthew Milonas, our President. Mr. Milonas does not
draw a salary or receive any other kind of compensation. However, we reimburse
our employee for all necessary and customary business related
expenses. We have no plans or agreements which provide health care,
insurance or compensation on the event of termination of employment or change in
our control. We do not pay our Directors separately for any Board
meeting they attend.
Proprietary
Information.
We own no
proprietary information.
Government
Regulation.
We do not
expect to be subject to material governmental regulation. However, it is our
policy to fully comply with all governmental regulation and regulatory
authorities.
Research
and Development.
We have
never spent any amount in research and development activities.
Environmental
Compliance.
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
-
5 -
How
to Obtain our SEC Filings.
We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
Our
investor relations department can be contacted at our principal executive office
located at our principal office 9844 W. Powers Circle, Littleton CO, 80123. Our phone number at
our headquarters is (720) 404-7882. We currently have no website.
ITEM
1A. RISK FACTORS.
You should carefully consider
the risks and uncertainties described below andthe other information in this
document before deciding to invest in shares ofour common
stock.
The occurrence of any of the
following risks could materially and adverselyaffect our business, financial
condition and operating result. In this case,the trading price of our common
stock could decline and you might lose all orpart of your
investment.
We
have a limited operating history, and have never been profitable. We
have negative retained earnings.
We were
formed as a Colorado business entity in August, 2006. At the present time, we
have a limited operating history. There can be no guarantee that we will
ever be profitable. From our inception on August 31, 2006 through July 31,
2009, we generated no revenue. We had a net loss of $69,242 for this period. At
July 31, 2009 we had a negative stockholders’ equity of $42,725.
Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.
For the
period ended July 31, 2009, our accountants have expressed doubt about our
ability to continue as a going concern as a result of our continued net losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:
•
|
our ability to generate significant
operations;
|
•
|
our ability to locate clients who will purchase our services;
and
|
•
|
our ability to generate revenues.
|
Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but not generating sufficient
revenues. We expect approximately $25,000 in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.
-
6 -
We
have a lack of liquidity and will need additional financing in the future.
Additional financing may not be available when needed, which could delay our
development or indefinitely postponed.
We are
only minimally capitalized. Because we are only minimally capitalized, we expect
to experience a lack of liquidity for the foreseeable future in our proposed
operations. We will adjust our expenses as necessary to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing, the success of
which cannot be guaranteed. We will look at both equity and debt financing,
including loans from our principal shareholder. However, at the present time, we
have no definitive plans for financing in place, other than the funds which may
be loaned to us by Mr. Milonas, our President. In the event that we need
additional capital, Mr. Milonas has agreed to loan such funds as may be
necessary through December 31, 2009 for working capital purposes. To the extent
that we experience a substantial lack of liquidity, our development in
accordance with our proposed plan may be delayed or indefinitely postponed, our
operations could be impaired, we may never become profitable, fail as an
organization, and our investors could lose some or all of their
investment.
As
a company with no operating history, we are inherently a risky
investment.
We have
no operating history. Because we are a company with no history, the operations
in which we engage in, business consulting, is an extremely risky business. An
investor could lose his entire investment.
Our
operations are subject to our ability to successfully market our services. We
have no substantial history of being able to successfully market our
services.
Our
operations will depend, among other things, upon our ability to develop and to
market our business consulting practice to clients. Further, there is the
possibility that our operations will not generate income sufficient to meet
operating expenses or will generate income, if any, at rates lower than those
anticipated or necessary to sustain the investment. An investor could lose his
entire investment.
There
are factors beyond our control which may adversely affect us.
Our
operations may also be affected by factors which are beyond our control,
principally general market conditions and changing client
preferences. Any of these problems, or a combination thereof, could
have affect on our viability as an entity. We may never become profitable, fail
as an organization, and our investors could lose some or all of their
investment.
Intense
competition in our market could prevent us from developing revenue and prevent
us from achieving annual profitability. In either situation, we may never become
profitable, fail as an organization, and our investors could lose some or all of
their investment.
We plan
to provide management consulting with regard to accounting, computer and general
business issues for small and home-office based companies. The barriers to entry
are not significant. More importantly, we face strong competitors in all areas
of our business. All aspects of our business are highly competitive. All of our
competitors are larger than us and have greater financial resources than we do.
All of our competitors have substantially greater experience in management
consulting with regard to every area in which we plan to provide service.
Competition with these companies could make it difficult, if not impossible for
us to compete, which could adversely affect our results of operations.
Competition from larger and more established companies is a significant threat
and is expected to remain so for us.
Any
competition may cause us to fail to gain or to lose clients, which could result
in reduced or non-existent revenue. Competitive pressures may impact our
revenues and our growth.
Our
success will be dependent upon our management’s efforts. We cannot sustain
profitability without the efforts of our management.
Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Milonas, our President, could have
a material, adverse impact on our operations. We have no written employment
agreements with any officers and directors, including Mr. Milonas. We have not
obtained key man life insurance on the lives of any of our officers or
directors.
-
7 -
Our
stock price may be volatile, and you may not be able to resell your shares at or
above the public sale price.
There has
been, and continues to be, a limited public market for our common stock.
Although our common stock is quoted on the Bulletin Board, an active trading
market for our shares has not, and may never develop or be sustained. If you
purchase shares of common stock, you may not be able to resell those shares at
or above the initial price you paid. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are
beyond our control, including the following:
*
|
actual
or anticipated fluctuations in our operating results;
|
*
|
changes
in financial estimates by securities analysts or our failure to perform in
line with such estimates;
|
*
|
changes
in market valuations of other consulting service oriented companies,
particularly those that market services such as ours;
|
*
|
announcements
by us or our competitors of significant innovations, acquisitions,
strategic partnerships, joint ventures or capital
commitments;
|
*
|
introduction
of product enhancements that reduce the need for our
services;
|
*
|
the
loss of one or more key clients; and
|
*
|
departures
of key personnel.
|
Of our
total outstanding shares as of July 31, 2009, a total of 9,270,000, Or
approximately 99%, will be restricted from immediate resale but may be sold into
the market in the near future. This could cause the market price of our common
stock to drop significantly, even if our business is doing well.
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
Because our stock is quoted on the
NASD Bulletin
Board, it has a limited
public trading market. As a result, it may be difficult or
impossible for you to liquidate your investment.
While our
common stock currently is listed for trading, we have had only a few trades. We
are quoted on NASD Bulletin Board. Further, we cannot assure that an investor
will be able to liquidate his investment without considerable delay, if at all.
If a more active market does develop, the price may be highly volatile. Our
limited operating history, lack of profitability, negligible stock liquidity,
potential extreme price and volume fluctuations, and regulatory burdens may have
a significant impact on the market price of the common stock. It is also
possible that the relatively low price of our common stock may keep many
brokerage firms from engaging in transactions in our common stock.
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common
stock.
Our
common stock is currently quoted on the Pink Sheets. Since our common
stock continues to trade well below $5.00 per share, our common stock is
considered a “penny stock” and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly
traded. These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock and the associated risks. Under these regulations,
certain brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination for the purchaser and receive the written purchaser’s
agreement to a transaction prior to purchase. These regulations have
the effect of limiting the trading activity of our common stock and reducing the
liquidity of an investment in our common stock
-
8 -
Buying
low-priced penny stocks is very risky and speculative.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
Resale
Limitations imposed by most states will limit the ability of our shareholders to
sell their securities unless they are Colorado residents.
The only
state in which we plan to register this offering is Colorado. As a result, our
selling shareholders may be limited in the sale of their Shares. The laws of
most states require either an exemption from prospectus and registration
requirements of the securities laws to sell their shares or registration for
sale by this prospectus. These restrictions will limit the ability of
non-residents of Colorado to sell the securities. Residents of other states must
rely on available exemptions to sell their securities, such as Rule 144, and if
no exemptions can be relied upon, then the selling shareholders may have to hold
the securities for an indefinite period of time. Shareholders of states other
than Colorado should consult independent legal counsel to determine the
availability and use of exemptions to re-sell their securities.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
ITEM
2. PROPERTY.
We
currently occupy approximately 500 square feet of office and retail space which
we rent from our President and largest shareholder on a month-to-month basis,
currently without charge. This space is considered to be sufficient for us at
the present time. We also own several items of office equipment and may acquire
additional equipment in the future but have no plans to do so at this
time.
ITEM
3. LEGAL PROCEEDINGS.
We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held
no shareholders meeting in the fourth quarter of our fiscal year.
-
9 -
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Principal
Market or Markets.
Our
shares of common stock are quoted on the OTC Bulletin Board under the trading
symbol MWBN. The shares became trading in the Pink Sheets on September 10, 2007
but there is no extensive history of trading. The
minimum and maximum bid price has been
$ 0.15 and $ 0.35 during the entire time the shares have been
quoted. The quotations reflect interdealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions
Approximate
Number of Holders of Common Stock.
As
of October 5, 2009, there were 66 record holders of our common stock and there
were 9,388,000 shares of our common stock outstanding.
Dividends.
Holders
of common stock are entitled to receive such dividends as may be declared by our
Board of Directors. No dividends on the common stock were paid by us during the
periods reported herein nor do we anticipate paying dividends in the foreseeable
future.
The Securities Enforcement and Penny
Stock Reform Act of 1990.
The
Securities Enforcement and Penny Stock Reform Act of 1990 require additional
disclosure and documentation related to the market for penny stock and for
trades in any stock defined as a penny stock. Unless we can acquire substantial
assets and trade at over $5.00 per share on the bid, it is more likely than not
that our securities, for some period of time, would be defined under that Act as
a "penny stock." As a result, those who trade in our securities may be required
to provide additional information related to their fitness to trade our shares.
These requirements present a substantial burden on any person or brokerage firm
who plans to trade our securities and would thereby make it unlikely that any
liquid trading market would ever result in our securities while the provisions
of this Act might be applicable to those securities.
Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The 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 Commission, which:
-
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
|
-
|
contains
a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the
customer with respect to a violation to such duties or other
requirements of the Securities Act of 1934, as
amended;
|
-
|
contains
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
|
-
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
-
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
-
10 -
-
|
contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation;
|
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
-
|
the
bid and offer quotations for the penny stock;
|
-
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
-
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
-
|
monthly
account statements showing the market value of each penny stock held in
the customer's account.
|
In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
those rules; the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a written suitability statement. These disclosure
requirements will have the effect of reducing the trading activity in the
secondary market for our stock because it will be subject to these penny stock
rules. Therefore, stockholders may have difficulty selling their
securities.
Stock
Transfer Agent.
The
stock transfer agent for our securities is X-Pedited Transfer Corporation, of
Denver, Colorado. Their address is 535 Sixteenth Street, Suite 810, Denver,
Colorado 80202. Their phone number is (303)573-1000.
ITEM
6. SELECTED FINANCIAL DATA.
A smaller
reporting company is not required to provide the information in this
Item.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
Results
of Operations.
From our
inception on August 31, 2006 through July 31, 2009, we generated no revenue. In
addition, we have a history of losses. We had a net loss of $69,242 for
this period. At July 31, 2009 we had a negative stockholders equity of
$42,725.
-
11 -
Our
accountants have expressed doubt about our ability to continue as a going
concern as a result of our history of net loss. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
successfully develop a management consulting practice with regard to accounting,
computer and general business issues for small and home-office based companies
and our ability to generate revenues.
Operating
expenses, which consisted solely of general and administrative expenses for the
period from August 31, 2006 through July 31, 2009 were $54,852. Operating
expenses, for the year ended July 31, 2009 were $15,651. Operating expenses, for
the year ended July 31, 2008 were $26,079. The major components of
general and administrative expenses include consulting fees, accounting expenses
and stock transfer fees.
As a
result of the foregoing, we had a net loss of $69,242 for the period from August
31, 2006 through July 31, 2009. We had a net loss of $25,015 for the year ended
July 31, 2009. We had a net loss of $31,105 for the year ended July 31,
2008.
We
currently have no revenue but continue to develop our plan to market a
management consulting practice with regard to accounting, computer and general
business issues for small and home-office based companies.
Because
we do not pay salaries, and our major professional fees have been paid for the
year, operating expenses are expected to remain fairly constant.
To try to
operate at a break-even level based upon our current level of proposed business
activity, we believe that we must generate approximately $25,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, Mr. Milonas has agreed to
loan such funds as may be necessary through December 31, 2009 for working
capital purposes.
On the
other hand, we may choose to scale back our operations to operate at break-even
with a smaller level of business activity, while adjusting our overhead to meet
the revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services or products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $25,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
Liquidity
and Capital Resources.
As of
July 31, 2009, we had cash or cash equivalents of $637.
Net cash
used for operating activities was $36,380 from our inception on August 31, 2006
through July 31, 2009. Net cash used for operating activities was
$10,225 for the year ended July 31, 2009 and $23,033 for the year ended July 31,
2008.
Cash
flows from investing activities were $-0- from our inception on August 31, 2006
through July 31, 2009 and $-0- for the years ended July 31, 2009 and
2008.
Cash
flows provided by financing activities were $37,017 from our inception on August
31, 2006 through July 31, 2009. Cash flows provided by financing
activities were $6,500 for the year ended July 31, 2009 and $12,500 for the year
ended July 31, 2008. These cash flows were all related to notes
payable, sales of stock and deferred offering costs.
Over the
next twelve months we do not expect any material our capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
-
12 -
We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can attract sufficient product
sales and services within our present organizational structure and resources to
become profitable in our operations. Additional resources would be needed to
expand into additional locations, which we have no plans to do at this time. We
do not anticipate needing to raise additional capital resources in the next
twelve months In the event that we need additional capital, Mr. Milonas has
agreed to loan such funds as may be necessary through December 31, 2009 for
working capital purposes.
Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy, particularly the economy
in Denver, Colorado. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to successfully develop a
management consulting practice with regard to accounting, computer and general
business issues for small and home-office based companies and our ability to
generate revenues.
In
any case, we try to operate with minimal overhead. Our primary activity will be
to seek to develop clients for our services and, consequently, our sales. If we
succeed in developing clients for our services and generating sufficient sales,
we will become profitable. We cannot guarantee that this will ever occur. Our
plan is to build our company in any manner which will be
successful.
Off-Balance
Sheet Arrangements.
We have
no off-balance sheet arrangements with any party.
Plan
of Operation.
At the
present time, we have no operations or cash flow. We will adjust our expenses as
necessary to prevent cash flow or liquidity problems. We are not presently in
default or breach on any indebtedness. At the present time, we have no trade
payables or judgments.
Currently,
we are in the development stage and have not begun active operations. In the
next six months, we plan to develop clients for our services. At the
present time, we have no definitive agreement in place with any client. We do
not anticipate an extensive capital costs in developing our cash
flow.
Our
principal cost will be marketing our services. At this point, we do not know the
scope of our potential marketing costs but will use our existing resources to
market our services. Our resources consist of our available cash and advances
from Mr. Milonas, who has agreed to loan such funds as may be necessary through
December 31, 2009 for working capital purposes.
We
believe that once we begin generating revenues, we can become profitable within
one year, given sufficient sales. We believe that the timing of the completion
of the milestones needed to become profitable can be achieved as we are
presently organized with sufficient business.
Other
than the shares offered by our last offering and advances from Mr. Milonas, no
other source of capital has been identified or sought.
If we are
not successful in our proposed operations we will be faced with several
options:
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
-
13 -
Currently,
we believe that we have sufficient capital or access to capital to implement our
proposed business operations or to sustain them for the next twelve months. In
the event that we need additional capital, Mr. Milonas has agreed to loan such
funds as may be necessary through December 31, 2009 for working capital
purposes.
If we can
sustain profitability, we could operate at our present level
indefinitely.
To date,
we have never had any discussions with any possible acquisition candidate nor
have we any intention of doing so.
Proposed
Milestones to Implement Business Operations.
At the
present time, we are located in one location in Littleton, Colorado. To try to
operate at a break-even level based upon our level of proposed business
activity, we believe that we must generate approximately $25,000 in revenue per
year. However, if our forecasts are inaccurate, we may need to raise additional
funds. In the event that we need additional capital, Mr. Milonas has agreed to
loan such funds as may be necessary through December 31, 2009 for working
capital purposes.
The
results of our proposed operations will depend, among other things, upon our
ability to successfully provide management consulting with regard to accounting,
computer and general business issues for small and home-office based
companies. Further, there is the possibility that our proposed
operations will not generate income sufficient to meet operating expenses or
will generate income and capital appreciation, if any, at rates lower than those
anticipated or necessary to sustain the investment. Our operations may also be
affected by factors which are beyond our control, principally general market
conditions and changing client preferences. Any of these problems, or
a combination thereof, could have affect on our viability as an entity. We may
never become profitable, fail as an organization, and our investors could lose
some or all of their investment.
It should be noted that we do not have any history of operations and have not
yet generated revenues. We are in the process of developing operations.
During the first six months of 2008 we plan to market our services through the
contacts of our President, Mr. Milonas. We may also use newspaper advertising.
However, we primarily plan to rely on the possibility of referrals from clients
and will strive to satisfy our clients. We believe that referrals will be an
effective form of advertising because of the quality of service that we bring to
clients. We believe that satisfied clients will bring more and repeat
clients.
To the
extent that management is unsuccessful in keeping expenses in line with income,
failure to affect the events and goals listed herein would result in a general
failure of the business. This would cause management to consider liquidation or
merger. We have no plans for any type of business combination.
We
believe that we can be profitable or at break even at the end of the next fiscal
year, assuming sufficient sales. Based upon our current plans, we have adjusted
our operating expenses so that cash generated from operations and from working
capital financing is expected to be sufficient for the foreseeable future to
fund our operations at our currently forecasted levels. To try to operate at a
break-even level based upon our current level of anticipated business activity,
we believe that we must generate approximately $25,000 in revenue per year.
However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, Mr. Milonas has agreed to
loan such funds as may be necessary through December 31, 2009 for working
capital purposes.
We
believe that we can be profitable or at break even at the end of the current
fiscal year, assuming sufficient revenues. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations is
expected to be sufficient for the foreseeable future to fund our operations at
our currently forecasted levels. To try to operate at a break-even level based
upon our current level of anticipated business activity, we believe that we must
generate approximately $25,000 in revenue per year. However, if our forecasts
are inaccurate, we will need to raise additional funds. In the event that we
need additional capital, Mr. Milona has agreed to loan such funds as may be
necessary through December 31, 2009 for working capital
purposes.
-
14 -
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $25,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
In the
event that we need additional capital, Mr. Milonas has agreed to loan such funds
as may be necessary through December 31, 2009 for working capital purposes.
Otherwise, no commitments to provide additional funds have been made by
management or current shareholders. There is no assurance that additional funds
will be made available to us on terms that will be acceptable, or at all, if and
when needed. We expect to continue to generate and increase sales, but there can
be no assurance we will generate sales sufficient to continue operations or to
expand.
In the
next 12 months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
Recently
Issued Accounting Pronouncements.
We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.
Seasonality.
We do not
expect our revenues to be impacted by seasonal demands for our
services.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
A smaller
reporting company is not required to provide the information in this
Item.
-
15 -
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
With
Independent Accountant’s Audit Report
For the
fiscal year ended July 31, 2009 and 2008
And
The
period August 26, 2006 (inception) through July 31, 2009
-
16 -
TABLE OF
CONTENTS
Page
|
||
Independent
Accountant’s Audit Report
|
F-1
|
|
Balance
Sheet
|
F-2
|
|
Statement
of Operations
|
F-3
|
|
Statement
of Cash Flows
|
F-4
|
|
Statement
of Shareholders’ Equity
|
F-5
|
|
Notes
to Financial Statements
|
F-6
- F-8
|
-
17 -
RONALD R.
CHADWICK, P.C.
Certified
Public Accountant
2851
South Parker Road, Suite 720
Aurora,
Colorado 80014
Telephone
(303)306-1967
Fax
(303)306-1944
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Mountain
West Business Solutions, Inc.
Littleton,
Colorado
I have
audited the accompanying balance sheets of Mountain West Business Solutions,
Inc. (a development stage company) as of July 31, 2009 and 2008 and the related
statements of operations, stockholders' equity and cash flows for the period
from August 31, 2006 (inception) through July 31, 2009. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mountain West Business Solutions,
Inc. as of July 31, 2009 and 2008 and the related statements of operations,
stockholders' equity and cash flows for the period from August 31, 2006
(inception) through July 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements the Company has suffered losses from operations and has a working
capital deficit that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Aurora,
Colorado
/s/ Ronald R. Chadwick,
P.C.
RONALD R.
CHADWICK, P.C.
October
27,
2009
F
- 1
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Balance
Sheet
as of
July 31
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 637 | $ | 4,362 | ||||
Prepaid
expenses
|
— | 667 | ||||||
TOTAL
ASSETS
|
$ | 637 | $ | 5,029 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
||||||||
LIABILITIES
|
||||||||
Cuurent
liabilities
|
||||||||
Accounts
payable
|
$ | 9,972 | $ | 5,213 | ||||
Interest
payable
|
2,390 | 526 | ||||||
Notes
payable
|
31,000 | 17,000 | ||||||
TOTAL
LIABILITIES
|
43,362 | 22,739 | ||||||
SHAREHOLDERS’
EQUITY
|
||||||||
Preferred
stock, par value $.10 per share; Authorized
1,000,000
shares; issued and outstanding -0- shares.
|
— | — | ||||||
Common
Stock, par value $.001 per share; Authorized
50,000,000
shares; issued and outstanding 9,388,000 shares.
|
9,388 | 9,388 | ||||||
Capital paid in excess of par value
|
17,129 | 17,129 | ||||||
Retained
earnings (deficit)
|
(69,242 | ) | (44,227 | ) | ||||
TOTAL
SHAREHOLDERS’ EQUITY
|
(42,725 | ) | (17,710 | ) | ||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 637 | $ | 5,029 |
The
accompanying notes are an integral part of these financial
statements.
F
- 2
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Statement
of Operations
Fiscal
Year Ended
July
31, 2009
|
Fiscal
Year Ended
July
31, 2008
|
August
31, 2006
(inception)
through
July
31, 2009
|
||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
General
and administrative expenses
|
||||||||||||
Accounting
|
9,290 | 7,750 | 18,540 | |||||||||
Advertising
|
20 | 2,000 | 2,020 | |||||||||
Consulting
|
350 | 1,000 | 9,850 | |||||||||
Office
|
2,523 | 5,430 | 7,978 | |||||||||
Legal
and professional fees
|
— | 7,700 | 7,700 | |||||||||
Stock
transfer fees
|
3,468 | 2,199 | 8,764 | |||||||||
Total
expenses
|
15,651 | 26,079 | 54,852 | |||||||||
(Loss)
from operations
|
(15,651 | ) | (26,079 | ) | (54,852 | ) | ||||||
Other
(expense) interest
|
(9,364 | ) | (5,026 | ) | (14,390 | ) | ||||||
Net
(Loss)
|
$ | (25,015 | ) | $ | (31,105 | ) | $ | (69,242 | ) | |||
Basic
(Loss) Per Share
|
(0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||
Weighted
Average Common Shares Outstanding
|
9,388,000 | 9,388,000 | 9,388,000 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F
- 3
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Statement
of Cash Flows
Fiscal
Year Ended
July
31, 2009
|
Fiscal
Year Ended
July
31, 2008
|
August
31, 2006
(inception)
through
July
31, 2009
|
||||||||||
Net
(Loss)
|
$ | (25,015 | ) | $ | (31,105 | ) | $ | (69,242 | ) | |||
Adjustments
to reconcile decrease in net assets to net cash
provided
by operating activities:
|
||||||||||||
Stock
issued for services
|
— | — | 8,500 | |||||||||
Interest
accretion
|
7,500 | 4,500 | 12,000 | |||||||||
Decrease
in prepaid expenses
|
667 | (667 | ) | — | ||||||||
Increase
in accounts payable
|
4,759 | 3,713 | 9,972 | |||||||||
Increase
in interest payable
|
1,864 | 526 | 2,390 | |||||||||
Cash
used in operating activities
|
(10,225 | ) | (23,033 | ) | (36,380 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
— | — | — | ||||||||||
Net
cash (used) in investing activities
|
— | — | — | |||||||||
Cash
flows from financing activities:
|
||||||||||||
Notes
payable
|
6,500 | 12,500 | 19,000 | |||||||||
Issuance
of common stock
|
— | — | 42,000 | |||||||||
Deferred
offering costs
|
— | — | (23,983 | ) | ||||||||
Net
cash provided from financing activities
|
6,500 | 12,500 | 37,017 | |||||||||
Net
increase in cash
|
(3,725 | ) | (10,533 | ) | 637 | |||||||
Cash
at beginning of period
|
4,362 | 14,895 | — | |||||||||
Cash
at end of period
|
$ | 637 | $ | 4,362 | $ | 637 | ||||||
Supplemental
disclosure information:
|
||||||||||||
Stock
issued for services
|
$ | — | $ | 8,500 | $ | 8,500 | ||||||
Expenses
paid by shareholder on behalf of Company
|
$ | 4,000 | $ | — | $ | 4,000 | ||||||
The
accompanying notes are an integral part of these financial
statements.
F
- 4
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Statement
of Shareholders’ Equity
Number
Of
Common
Shares
Issued
|
Common
Stock
|
Capital
Paid
In
Excess
of
Par Value
|
Retained
Earnings
(Deficit)
|
Total
|
||||||||||||||||
Balance
at August 31, 2006 (Inception)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
September
1, 2006 issued 8,500,000
shares
of par value $.001 common Stock
for
services valued at or $.001 per share
|
8,500,000 | 8,500 | — | 8,500 | ||||||||||||||||
September
1, 2006 issued 500,000
shares
of par value $.001 common stock
for
cash of $500 or $.001 per share
|
500,000 | 500 | — | 500 | ||||||||||||||||
December
1, 2006 issued 250,000
shares
of par value $.001 common stock
for
cash of $10,000 or $.04 per share
|
250,000 | 250 | 9,750 | 10,000 | ||||||||||||||||
December
19, 2006 issued 20,000
shares
of par value $.001 common stock
for
cash of $2,000 or $.10 per share
|
20,000 | 20 | 1,980 | 2,000 | ||||||||||||||||
April
4, 2007 issued 118,000
shares
of par value $.001 common stock
for
cash of $29,500 or $.25 per share as
part
of a private offering
|
118,000 | 118 | 29,382 | 29,500 | ||||||||||||||||
Deferred
offering costs
|
(23,983 | ) | (23,983 | ) | ||||||||||||||||
Net
(Loss)
|
— | — | — | (13,122 | ) | (13,122 | ) | |||||||||||||
Balance
at July 31, 2007
|
9,388,000 | 9,388 | 17,129 | (13,122 | ) | 13,395 | ||||||||||||||
Net
(Loss)
|
— | — | — | (31,105 | ) | (31,105 | ) | |||||||||||||
Balance
at July 31, 2008
|
9,388,000 | 9,388 | 17,129 | (44,227 | ) | (17,710 | ) | |||||||||||||
Net
(Loss)
|
— | — | — | (25,015 | ) | (25,015 | ) | |||||||||||||
Balance
at July 31, 2009
|
9,388,000 | $ | 9,388 | $ | 17,129 | $ | (69,242 | ) | $ | (42,725 | ) |
The
accompanying notes are an integral part of these financial
statements.
F
- 5
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
For the
fiscal year ended July 31, 2009 and 2008 and
The
period August 26, 2006 (inception) through July 31, 2009
Note 1 - Organization and
Summary of Significant Accounting Policies
ORGANIZATION
Mountain
West Business Solutions, Inc. (the “Company”), was incorporated in the State of
Colorado on August 31, 2006. The Company was formed to provide management
consulting with regard to accounting, computer, and general business issues for
small and home office based companies. The Company may also engage in any
business that is permitted by law, as designated by the board of directors of
the Company.
USE
OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
STATEMENT
OF CASH FLOWS
For
purposes of the statement of cash flows, the Company considered demand deposits
and highly liquid-debt instruments purchased with maturity of three months or
less to be cash equivalents.
Cash paid
for interest during the period was $0. Cash paid for income taxes
during the period was $0.
BASIC
EARNINGS PER SHARE
The basic
earnings (loss) per common share are computed by dividing the net income (loss)
for the period by the weighted average number of shares
outstanding.
F
- 6
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
For the
fiscal year ended July 31, 2009 and 2008 and
The
period August 26, 2006 (inception) through July 31, 2009
Note 1 - Organization and
Summary of Significant Accounting Policies (Continued)
REVENUE
RECOGNITION
The
Company provides management consulting services. The revenue is recognized when
the services have been preformed. As of July 31, 2009 and 2008 the Company has
had no operations.
Note 2 – Basis of
Presentation
In the
course of its life the Company has had limited operations, and has a working
capital deficit. This raises substantial doubt about the Company’s ability to
continue as a going concern.
The
Company believes it can raise capital through equity sales and borrowing to fund
its marketing and operating activities. Management believes this will contribute
toward its operations and subsequent profitability. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
Note 3 – Related Party
Events
The
Company currently has an office located at an address maintained by the
President on a rent free basis.
Note 4 – Capital
Stock
The
Company authorized 50,000,000 shares of no par value common
stock. Through July 31, 2008 and 2007, the Company issued a total of
9,270,000 shares raising $12,500.
On
September 1, 2006 the Company issued 8,500,000 shares of $.001 par value common
stock for services valued at $8,500 or $.001 per share. On September 1, 2006 the
Company issued 500,000 shares of $.001 par value common stock for $500 or $.001
per share.
On
December 1, 2006 the Company issued 250,000 shares of $.001 par value common
stock for $10,000 or $.01 per share.
On
December 19, 2006 the Company issued 20,000 shares of $.001 par value common
stock for $2,000 or $.10 per share.
F
- 7
Mountain
West Business Solutions, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
For the
fiscal year ended July 31, 2009 and 2008 and
The
period August 26, 2006 (inception) through July 31, 2009
Note 4 – Capital Stock
(continued)
On April
30, 2007 the Company issued 118,000 shares of $.001 par value common stock for
$29,500 or $.25 per share as part of a private offering. The Company incurred
deferred offering expenses totaling $23,983. These expenses directly reduced the
offering proceeds of $29,500 resulting in net funds received of
$5,517.
The
Company authorized 1,000,000 shares of no par value, preferred stock, to have
such preferences as the Directors of the Company may assign from time to time.
No preferred stock is either issued or outstanding as of July 31,
2008.
The
Company has declared no dividends through July 31, 2009.
Note 5 - Notes
Payable
The
Company at July 31, 2009 and July 31, 2008 had outstanding notes payable for
$31,000 and $17,000 respectively to various individuals, unsecured, bearing an
interest rate at 8% per annum and due on demand. Interest expense under the
notes for the period ended July 31, 2009 and 2008 was $9,364 and $5,026 with
accrued interest payable of $2,390 and $526 respectively.
Note 6 - Income
Taxes
Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses. These loss carryovers are
limited under the Internal Revenue Code should a significant change in ownership
occur. The Company accounts for income taxes pursuant to SFAS 109. At July 31,
2009 and 2008, the Company had approximately $69,242 and $44,227 in unused
federal net operating loss carryforwards, which begin to expire principally in
the year 2028. A deferred tax asset at each date of approximately $13,848 and
$8,845 resulting from the loss carryforwards has been offset by a 100% valuation
allowance. The change in the valuation allowance for the periods ended July 31,
2009 and 2008 was approximately $5,003 and $6,221.
F
- 8
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES.
We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
ITEM
9A(T). CONTROLS AND PROCEDURES.
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
Under the
supervision and with the participation of 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)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, we concluded that our disclosure controls and
procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as
of July 31, 2009 to ensure that information required to be disclosed in reports
we file or submit under the Exchange Act is recorded, processed, and summarized
and reported within the time periods specified in SEC rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions as
appropriate to allow timely decisions regarding required
disclosure.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes 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 our assets;
ii. provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our consolidated financial statements
in accordance with U. S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and
iii. provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Management assessed the effectiveness
of the Company’s internal control over financial reporting as July 31, 2009. In
making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.
Management
has concluded that our internal control over financial reporting was effective
as July 31, 2009.
Inherent
Limitations Over Internal Controls
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
-
18 -
Changes
in Internal Control Over Financial Reporting.
We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Attestation
Report of the Registered Public Accounting Firm.
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form
10-K.
ITEM
9B. OTHER INFORMATION.
Nothing
to report.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Directors
and Officers.
Our
Directors and Executive Officers, their ages and positions held with us as of
July 31, 2009 are as follows:
Name
|
Age
|
Positions and Offices
Held
|
||
Matthew
Milonas
|
40
|
President,
Treasurer, Director
|
||
Robert
G. Ferreira
|
47
|
Secretary
and Director
|
Mr. Milonas
has been our President, Treasurer and a Director since our inception. Since
2006, he has also been a manager in the internal controls department of Verizon
Business, specializing in Sarbanes-Oxley matters. He was a special projects
manager for MCI from February, 2005 to 2006. From September, 2003 to January,
2005, he was a business analyst with GE Access-Quovadx, Inc. From November, 2002
to October, 2003, he was Assistant Controller and Human Resources Manager for
International Marble and Granite, Inc. He served as Chief Financial Officer of
DSSG, LLC from 2001 to 2002 and as Chief Financial Officer of FSOC. Inc. from
1996 to 1998, both restaurant chains based in Colorado. Additionally he has
served as Controller for the Colorado Convention Center from 1991 to 1996, Brass
Smith, Inc. from 1998 to 2001, a large manufacturing firm, and for IMG from 2002
to 2003, a large natural stone importer all which are all based in Denver,
Colorado. Mr. Milonas additionally has worked for INVESCO Funds as a
staff auditor (1992-1994). He was also a Director of Inform World
Wide Holdings, Inc., a public company. Mr. Milonas holds a Bachelor
of Arts degree from Ft Lewis College, with a minor in psychology from Colorado
State University.
Mr. Ferreira has been our
Secretary and a Director since our inception. He has been the beverage director
for Sonoda’s restaurants in the Denver area for the past 11
years. Prior to that time, he was the beverage director for Service
America at the Colorado Convention Center. He graduated with a BA in media from
Worcester State College in Worcester Massachusetts in 1983.
Committees
of the Board of Directors.
Currently, we do not have any committees of the Board of Directors.
-
19 -
Director
and Executive Compensation.
No compensation has been paid and no
stock options granted to any of our officers or directors in the last three
fiscal years.
Employment
Agreements.
We have no written employment agreements with any of our executive officers or
key employees.
Equity
Incentive Plan.
We have not adopted an equity incentive
plan, and no stock options or similar instruments have been granted to any of
our officers or directors.
Indemnification
and Limitation on Liability of Directors.
Our Articles of Incorporation limit the liability of our directors to the
fullest extent permitted by Colorado law. Specifically, our directors will not
be personally liable to our company or any of its shareholders for monetary
damages for breach of fiduciary duty as directors, except liability for (i) any
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) voting for or assenting to a distribution
in violation of Colorado Revised Statutes Section 7-106-401 or the articles of
incorporation if it is established that the director did not perform his duties
in compliance with Colorado Revised Statutes Section 7-108-401, provided that
the personal liability of a director in this circumstance shall be limited to
the amount of distribution which exceeds what could have been distributed
without violation of Colorado Revised Statutes Section 7-106-401 or the articles
of incorporation; or (iv) any transaction from which the director directly or
indirectly derives an improper personal benefit. Nothing contained in the
provisions will be construed to deprive any director of his right to all
defenses ordinarily available to the director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.
At present, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers, and persons who own more than 10% of a registered class
of our outstanding equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our Common Stock and other equity securities. Officers, directors and greater
than 10% shareholders are required by SEC regulations to furnish us with copies
of all Section 16(a) forms they file. We have nothing to report in this
regard.
Code
of Ethics.
Our board
of directors has not adopted a code of ethics but plans to do so in the
future.
ITEM
11. EXECUTIVE COMPENSATION.
No
compensation has been paid and no stock options granted to any of our officers
or directors in the last three fiscal years. Further, the officers and
directors are not accruing any compensation pursuant to any agreement with us.
We have no plans to pay any compensation to our officers or directors in the
future.
None
of our officers and directors will receive any finder’s fee, either directly or
indirectly, as a result of their respective efforts to implement our business
plan outlined herein.
-
20 -
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following sets forth the number of shares of our $.0.001 par value common stock
beneficially owned by (i) each person who, as of July 31, 2009, was known by us
to own beneficially more than five percent (5%) of its common stock; (ii) our
individual Directors and (iii) our Officers and Directors as a group. A total of
9,388,000 common shares were issued and outstanding as of July 31,
2009.
Name
and Address
|
Amount
and Nature of
|
Percent
of
|
of Beneficial Owner
|
Beneficial Ownership(1)(2)
|
Class
|
Matthew
Milonas
|
8,500,000
|
90.5%
|
9844
W Powers Cir
|
||
Littleton
CO, 80123
|
||
Robert
G. Ferreira
|
-0-
|
-0-
|
9844
W Powers Cir
|
||
Littleton
CO, 80123
|
||
All
Officers and Directors as a Group
|
8,500,000
|
90.5%
|
(two
persons)
|
_______________
(1) All ownership is beneficial and of record, unless indicated
otherwise.
(2) The Beneficial owner has sole voting and investment power with
respect to the shares shown.
Our
Directors will serve in such capacity until our next annual meeting of
shareholders and until their successors have been elected and qualified. The
officers serve at the discretion of our Directors. There are no arrangements or
other understandings between any of our directors or officers or any other
person pursuant to which any officer or director was or is to be selected as an
officer or director.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
We
currently occupy approximately 500 square feet of office and retail space which
we rent from our President and largest shareholder on a month-to-month basis,
currently without charge. None of our Directors are
independent but are a part of, and are controlled by our management. None of our
Directors are related to each other.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Our
independent auditor, Ronald R. Chadwick, P.C., of Aurora, Colorado, Certified
Public Accountants, billed an aggregate of $7,750 for the year ended July 31,
2009 and $7,500 for the period ended July 31, 2008 for professional services
rendered for the audit of the Company's annual financial statements and review
of the financial statements.
We do not
have an audit committee and as a result our entire board of directors performs
the duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.
-
21 -
ITEM
15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
The following financial information is
filed as part of this report:
(a) (1)
FINANCIAL STATEMENTS
(2)
SCHEDULES
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
Exhibit
Number
|
Description
|
|
3.1*
|
Articles
of Incorporation
|
|
3.2*
|
Bylaws
|
|
21.1
|
List
of subsidiaries
|
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
*
Previously filed with Form SB-2 Registration Statement, October 19,
2007.
(b) Reports on Form 8-K. No reports
were filed under cover of Form 8-K for the fiscal year ended July 31,
2009.
-
22 -
SIGNATURES
In accordance with Section 12 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 on October
29, 2009.
MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.
|
|||
By:
|
/s/ Matthew
Milonas
|
||
Matthew
Milonas, President and Treasurer
|
|||
Chief
Executive and Financial Officer
|
|||
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.
Signature
|
Title
|
Date
|
|
/s/ Matthew Milonas
|
Director
|
October
29, 2009
|
|
Matthew Milonas | |||
/s/ Robert G. Ferreira
|
Director
|
October
29, 2009
|
|
Robert
G. Ferreira
|
- 23 -