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EX-32.1 - SARBANES OXLEY 906 - Q LOTUS HOLDINGS INC | exh_32-1.htm |
EX-23.1 - CONSENT OF INDEPENDENT AUDITOR - Q LOTUS HOLDINGS INC | exh_23-1.htm |
EX-31.1 - SARBANES OXLEY 302 - Q LOTUS HOLDINGS INC | exh_31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
EXTREME
HOME STAGING, INC.
(Mark
One)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended September 30, 2009 and 2008
or
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number: 333-146939
(Name of
small business issuer as specified in its charter)
Nevada
|
7340
|
14-1961383
|
State
or Other Jurisdiction of
Incorporation
of Organization)
|
Primary
Standard
Industrial
Code
|
(I.R.S.
Employer Identification No.)
|
Milka
Fixler
4507 15th
Ave.
Brooklyn,
NY 11219
Tel: 917-543-3699
(Address
and Telephone Number of Registrants Principal Place of Business)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Shares par value $.0001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o
No þ
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 þ
No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405) is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer
|
£
|
Accelerated
filer
|
|||
Non-accelerated
filer
|
£
|
(Do
not check if a smaller reporting company)
|
Smaller
reporting company
|
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes þ
No o
As
of January 7, 2010 the number of shares outstanding of the
company's $.0001 par value common stock was 13,963,333.
Aggregate market value of the voting stock held by non-affiliates of
Extreme Home Staging, Inc. is approximately $556,666.
The estimate is based on 1,113,333 shares held by
non-affiliates multiplied by the closing price
of $.50.
|
1
INDEX
PART
1
|
||
Item
1
|
3
|
|
Item
1A.
|
7
|
|
Item
2.
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11
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|
Item
3.
|
11
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|
Item
4.
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11
|
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PART II
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||
Item
5.
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11
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|
Item
6.
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11
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Item
7.
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11
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Item
7A.
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14
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|
Item
8.
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F-1-
F-13
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|
Item
9.
|
15
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|
Item
9A.
|
15
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Item
9B.
|
15
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PART III
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||
Item
10.
|
16
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Item
11.
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16
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Item
12.
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18
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Item
13.
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18
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Item
14.
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18
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PART IV
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||
Item
15.
|
18
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|
19
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2
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This
report includes forward-looking statements, such as those pertaining to our
plans, strategies and prospects, both business and financial. These statements
involve known and unknown risks, assumptions, uncertainties and other factors
that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance, strategy, anticipated, estimated or projected results or
achievements expressed or implied by these forward-looking statements. These
factors include, among other things, customer/counterparty credit and liquidity
risk, customer acceptance of risk management, interest rates, commodity price
volatility, transaction volumes, and our ability to develop new products for our
customers. You should consider the risks described in the “Risk Factors” section
beginning on page 9 of this annual report on Form 10-K, in evaluating any
forward-looking statements included in this report.
In some
cases, you can identify forward-looking statements by use of words such as “will
be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,”
“goal,” “forecast,” or other comparable terms, or by discussions of strategy,
plans or intentions.
There is
no assurance the events discussed or incorporated by reference in this report or
circumstances reflected in the forward-looking statements will occur and actual
results, performance or achievements could differ materially from those
anticipated or implied in the forward-looking statements. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements included or incorporated by reference in this report
whether as a result of new information, future events or otherwise.
Item:
1 Description of Business:
Item
1. Business
Overview:
The
Company was incorporated on May 2, 2006 as Extreme Home Staging, Inc., by
Certificate of Incorporation issued pursuant to laws of the State of
Nevada. Home staging is the art and process of preparing a house, a
condominium, or any private residence to be as visually and aesthetically
pleasing as possible prior to going up for sale in the real estate marketplace.
The ultimate goal of staging is to place the home in the best showcase
condition, so that it sells at the highest possible price in the shortest
possible time. Traditional staging centers around improving the appearances of
the home by de-cluttering, depersonalizing, updating old or unattractive
fixtures, opening curtains and blinds to let in natural light, turning on
interior and exterior lights at nighttime, painting, furniture
rearrangement, and accessorizing designed to accentuate attractive features of
the home and minimizing flaws.
Real
estate agents have practiced traditional staging since the 1970s, but it was not
until the 1990s that staging became a separate endeavor adopted by professional
designers and decorators. In recent years home staging has
become a popular undertaking by many homeowners seeking to maximize on the sale
price and selling their property in the quickest time frame.
Our
Business Concept:
Extreme
Home Staging takes the concept of traditional home staging
to the extreme in order to significantly raise the resale value of
the property being sold to reflect the real increased value of the property
being sold. Extreme Home Staging is more than simply freshening up
the paint, clearing out the clutter, and making rooms look
bigger. Extreme Home Staging is actually making rooms bigger, or
adding a bathroom or sun room, re-doing the kitchen or bath from the floor
up. Extreme Staging is about significant upgrades and renovations
combined with artful design and styling in order to command a significantly
higher resale price on the sale of the property.
Industry
Overview:
A house
is made up of many different components, each of which may add value to (or
subtract value from) the asset. According to a report published by
the National Center of Real Estate Research authored by G. Stacy Sirmons and
David Macpherson of the Florida State University, physical attributes that
determine the productive appeal of a property includes the physical improvements
to the site, such as the size, quality, and style of the structure and other
factors such as location and age. Per standard appraisal practice, property
value is usually affected by (1) physical characteristics and location, (2)
conditions of sale, (3) market conditions, and (4) financing.
A TReND
MLS study conducted for the (Philadelphia area) included data of detailed
Property characteristics and selling prices to estimate the marginal value of
individual characteristics of housing. These values can vary with consumers'
tastes and preferences, the price of the property, location, etc. Knowing the
marginal contribution to value of individual characteristics can allow better
comparisons between similar homes and increase efficiency in home pricing and
valuation.
According
to the TReND MLS data for the Philadelphia area which contain 28,828
observations from twenty-one counties and include property characteristics and
selling prices. The theoretical model is discussed and an empirical
model is developed to estimate the value of a number of property
characteristics. The variables behave generally as expected. Some major
conclusions are:
·
|
Each
additional bedroom adds about four percent to price;
|
·
|
Bathrooms
have a dramatic effect on selling price with each full bath adding about
24 percent to selling price;
|
·
|
Central
air conditioning adds about 12 percent to price;
|
·
|
Nine
foot ceilings add about six percent to
price;
|
·
|
A
sitting area in the master bedroom increases price by eight
percent;
|
·
|
A
basement increases value by nine
percent;
|
·
|
a
laundry in the basement decreases value by two percent;
|
·
|
Houses
with vinyl and aluminum exteriors sell for about four percent less than
houses with brick while houses with stucco and wood exteriors sell for
about nine percent more;
|
·
|
internal
features that add the most value are a family room, a dining room, a
whirlpool, and a security system;
|
·
|
Fireplaces
have a strong, positive effect on selling price with each fireplace adding
about 12 percent;
|
·
|
Floors
that are wood, tile, or a combination of those add the most
value;
|
·
|
Kitchen
features that are most valued are a built-in refrigerator, a kitchen
island, and a double oven;
|
·
|
a
useable attic adds about two percent to price;
|
·
|
a
garage adds about 13 percent to selling
price;
|
·
|
An
in-ground swimming pool adds about eight percent to value while an above
ground pool adds no value;
|
·
|
Exterior
features that affect selling price most included a patio, a sprinkler
system, a paddock, and a tennis
court;
|
3
Our
Planned Business:
We are a
development stage company and have not yet started operations or generated or
realized any revenues from our business operations. Milka Fixler is
our sole officer and director, as well as our controlling stockholder. We
currently have no employees. Under Section 405 of the
Securities Act we are defined as a shell company based on our nominal operations
and assets.
Our
activities to date include organizing our company, and raising initial seed
capital to enable us to develop a website which serves as the primary venue for
our business. Our mission is to become the leading one-stop web
site for home owners, real estate brokers and flippers wishing to maximize their
revenue any time a house they own or represent is sold. Our
website operates as our virtual business card and portfolio for our
company as well as our online "home." It will detail our
(i) consulting services which we plan to
provide, and will (2) showcase the products and services offered by
our vendors, and (iii) eventually we plan for our site to
be an advertising vehicle to provide fee generated sponsored advertising to
advertisers.
We plan
for our website to provide all of the resources and tools needed for conducting
extreme staging on properties that are being placed on the market for sale, with
the objective of significantly increasing the value of the property for maximum
sale price in the quickest time frame. Among the key elements
of our strategy, we will be providing consulting services customized
to each project, along with an on line venue for connecting consumers with a
variety of professional service providers who provide the type of
services that are necessary for extreme home staging. We plan to also serve the
do-it-yourself home owners engaging in an extreme staging project, by providing
them with array vendors for shopping the material needed for their
do-it-yourself upgrading projects. Additionally, we plan to
have engaging and informative content along with a forum for consumer and
professional discussions centered on making each extreme home staging experience
a profitable and pleasant endeavor.
We
launched our website at our domain location located at
www.extremehomestaging.com.
To date,
we have no contracts with vendors or affiliates and no clients for our services.
We will need to raise substantial funds in order to launch a broad
marketing campaign to attract clients for our services in order to become a
viable business.
Our
Strategy:
Our
strategy includes recruiting two classes of Affiliates. The
Vendor Affiliate Program for vendors to provide products and services useful to
Extreme Home Staging, and the Extreme Affiliate Program, which recruits
Affiliates nationwide to distribute our products and services. A
key distinction between the Vendor Affiliates and Extreme Affiliate
arrangements; the Vendor Agreements we receive a percentage of the sale of each
product or service purchased by our members from the Vendor through accessing
the Vendor's link on our website, whereas, for the Extreme
Affiliate Agreements, we will pay to each Extreme Affiliate a percentage of the
fees we generate on referrals they make to us, or for overseeing
staging projects for our clients in their geographic areas that we
refer to them.
We plan
to execute our business plan in two phases.
Phase
I
·
|
The
further development of our website to accommodate both the Vendor
Affiliate Program and the Extreme Affiliate Programs.
|
·
|
Setting
up our Vendor Affiliate Program
"VAP
|
·
|
Setting
Up Our Extreme Affiliate Program: "EAP"
|
·
|
Planning
our marketing strategy.
|
Setting
up our Vendor Affiliate Program "VAP"
We plan
to initiate a Vendor Affiliate Program which is designed to attract an array of
vendors and suppliers offering the types of services that will be useful to the
consumer undertaking extreme home staging projects. We plan to
establish criteria of specific qualifications we will seek for each vendor
class, along with terms and conditions we will opt for in establishing each
vendor affiliate contract.
Our plan
is to contract with each of our vendors through an affiliate agreement that will
provide a link from our website to their website. The basic contract
will provide that for each purchase by our clients of their products and
services, an agreed upon percentage of the sale is paid to us by the
Vendor upon completion of each purchase.
We will
seek to attract vendors in the following sectors.
1. Building
Material suppliers
2. Suppliers
of Roofing and ancillary services.
3. Suppliers
of plumbing supplies and faucets.
5. Supplier
of floor tiles and floor coverings.
6. Suppliers
of wall tiles and wall coverings.
7. Suppliers
of hardware and house wares.
4
8. Suppliers
of decorative accents.
9. Local
and national companies who engage in renovation projects
10. Suppliers
of furniture and fixtures.
11. Architects
12. Floor
Plan preparation Services.
13. Building
contractors
14. Appraisers
15. Lenders
against home equity
16. Decorators
17. Other
vendors as we may deem to be useful to our consumers.
Setting
Up Our Affiliate Program:
In order
to distribute our services to the widest possible consumer base on a national
basis, we plan to establish affiliate relationships with traditional home
stagers and real estate brokers as well as qualified decorators.
We plan
to offer affiliate arrangements with designated affiliates, whereby they will
refer their extreme home staging clients to us to utilize our consulting
services and vendor infrastructure in a co-sharing arrangement with us, and we
also plan to also seek affiliates nationally who would be willing to oversee our
extreme home staging projects which are located in their respective geographic
location. We plan to offer a percentage of the commission to be generated
including revenues generated through the Vendor
program. The precise commission structure will be decided
upon when we have had the opportunity to determine the level of interest of
qualified Affiliates we are able to attract.
Our
strategy is to attract a network of real estate affiliates nation wide to join
our affiliate program and become an Extreme Affiliate.
Extreme
Affiliate Targets:
We plan
to compile a list of targets located throughout the US, out of the following
disciplines:
Traditional
Home Stagers
Real
Estate Brokers
Decorators
Personal
Home Shoppers
Entrepreneurs
interested in training and qualifying.
We plan
to prepare an informative introductory informational mailing about our Company
and the products and services we will offer. The informational will
have a designated area where Extreme Affiliate prospective targets could check
off a box to indicate they are interested in learning more about our Extreme
Affiliate Program. This informational will be directed to our
email address at our domain location
www.extremehomestaging.com. Once received, we will contact each
prospective affiliate to initiate a dialogue for the purpose of qualifying and
hopefully recruiting the Affiliate as a participating consultant to our Extreme
Affiliate Program.
Implementing
our Gold Plan Affiliate Program during Phase II
Depending
on our budget and provided funding is available, we plan to hire a qualified
professional to prepare the "Extreme Training Manual" along with a comprehensive
training course which will be designed to educate our Affiliates with the
techniques to be applied in extreme staging projects. We plan to
require that each Affiliate undergo a full training program and earn an Extreme
Staging Certification attesting to their successful completion of the training
course.
Our
objective is to sponsor seminars in locations throughout the US and later in
Canada for training and orientation to the principals and guidelines
of extreme staging projects. Seminars will also be an
opportunity for interaction between prospective Affiliates in a congenial
atmosphere that we hope will foster unity and trust between our affiliates and
our Company. Initially, we have not yet decided whether we will
charge our prospective extreme affiliates for the total cost or partial cost of
our training and seminars as we have not yet determined the level of interest
and the possible need to incentivize qualified
applicants.
Our
objective is to recruit upwards of eight affiliates to each seminar and to
conduct three seminars every quarter. Our long term plan
anticipates that during a one year period, we hope to recruit close to 100
affiliates nationwide. There is no assurance that we will succeed in
recruiting any affiliates.
5
Products,
Services & Revenue Streams:
We
anticipate generating revenue from three primary revenue streams:
1.
|
Consulting
Services:
|
Our
extreme staging clients will have the option of contracting with us for two
levels of consulting services:
Level
I: Consulting: We will undertake an on site thorough analysis of the
property to be staged in conjunction with demographic studies of property
comparables. We will then provide the client with a
written report of suggested upgrades and renovation, for the client to
undertake. Level I clients will pay for the reports at an hourly rate
which we have not yet determined.
Level
II: Managed Project: In addition to the foregoing
consulting services, we will undertake to manage the project from inception to
completion. We will assist with the paper work to apply for the
necessary building permits, assist with arranging for home equity loan to fund
the renovation project, and manage every aspect of the extreme staging
project. We plan to also assist with the sale of the property
following completion of the renovation and upgrades. We have
not yet decided precisely our fee structure for managed projects.
2.
|
Vendor
Fees:
|
Our plan
is to contract with each of our vendors through an affiliate agreement that will
provide a link from our website to their website. The basic contract
will provide that for each purchase by our clients of their products and
services, an agreed upon percentage of the sale is paid to us by the
Vendor upon completion of each purchase.
3.
|
Advertising/Sponsorship-
|
Advertising/Sponsorship
- When we achieve a significant membership base to our website we will employ a
standard model in charging for advertising and sponsorships. The demographic
that real estate and home improvement services typically attracts is especially
desirable to advertisers so this revenue stream has the potential to be
substantial.
Google
AdSense is a fast and easy way for website publishers of all sizes to display
relevant, unobtrusive Google ads on their website’s content pages and earn
money. Because the ads are related to what users are looking for on a site,
publishers have a way to both monetize and enhance their content
pages.
Distribution
of our Products and Services:
We plan
to distribute our products and services through our designated Affiliates which
we hope to recruit nationwide. We plan to advertise in local
and community publications in the geographic locations of our Affiliates, as
well as conducting national advertising campaigns, such as advertising on Talk
Radio nationally syndicated radio program At Home with Gary Sullivan, which airs
from 9AM to noon (Eastern Time) Saturdays and Sundays and centers around home
improvements.
Our
marketing strategy revolves around promotion of our website and the continual
attraction of users. We plan to employ a variety of methods to
promote our brand to include strategic purchases of online advertising and
website optimization on a test basis.
Our
advertising budget is modest and using a good PR firm to introduce our services
will be the most cost-effective means to make our services known and
understood. The numbers of printable stories that can be generated by
firms that newly enable a service to consumers make for good reading and the
inevitable job creation and economic benefits give a stake to many organizations
in our success, providing PR and information partners for us.
3. Status
of any publicly announced new Product or Service.
No
new product has recently been publicly announced. In April 2008 we
launched our website at
www.extremehomestaging.com.
4. Competitive business
conditions, the Issuer's competitive position in the industry, and methods of
competition.
We
believe the uniqueness of the services we plan to offer positions our Company to
an excellent starting point in becoming a leading provider of extreme home
staging services to our clients.
We
believe that Extreme Home Staging is a unique business concept which takes
traditional home staging involving merely changing the outward appearance of a
property with inexpensive modifications to the extreme, in order to
significantly raise the resale value of the property being sold in order to
reflect the real value of the property being sold. Extreme
Staging is about significant upgrades and renovations combined with artful
design and styling in order to command a significantly higher resale price on
the sale of the property.
6
Additionally,
the services we plan to render for Level II consulting - Managed Projects is
unique as well and opens the opportunity to many home owners who are interested
in realizing a higher price on the resale of their home through extreme home
staging, but lack the expertise in undertaking a renovation project
geared for this purpose. Through our professional staff which we plan
to recruit and our overall infrastructure, we plan to be in a position to
provide this service to our target market nation wide.
Nonetheless,
we expect to face intense competition from well established traditional home
staging companies who may not yet be focusing on the market for extreme home
staging. The current crop of traditional home staging entities who
have been operations for many years, have far greater
brand recognition, longer operating histories, larger customer bases and
significantly greater financial resources than we.
This may result in our inability to compete successfully
against our competitors, which may cause us to go out of business.
5. Sources
and Availability of raw materials and the names of principal
suppliers.
The
Company does not use raw materials in its products and services.
6. Dependence on one or a
few customers.
The
Company currently has no clients for its services.
The
Company's objective is to have a diversified clientele nationwide and in various
geographical locations. We will need to raise substantial funds to
enable us to aggressively market our product through public relations firms and
effective advertising. There is no assurance we will be successful in
raising additional funds. Because we are a new business, it is likely
that at some point we may depend on one or a few customers for all of our
business.
7. Patents, trademarks,
licenses, franchises, concessions, royalty agreements, or labor contracts,
including their duration.
We own
our domain name www.extremehomestaging.com. We have no Patents,
trademarks, licenses, franchises, concessions, royalty agreements, or labor
contracts.
8. The
need for government approval of principal products or services.
For our
Level II Managed Project client's, the Owner of
the premises being renovated will be required to obtain a Building
Permit to undertake the planned renovations. We plan to assist our
clients in preparing and filing the proper documents to obtain the necessary
permits. We do not plan to directly apply for permits on behalf
of our clients. We are not aware of any requirement of government
approvals for maintaining our website, and providing the services to our
clients.
9.
Technology:
We use
commercially available software, as well as our own developed proprietary
software. Our systems combine our proprietary technologies and
commercially available, licensed technologies. Our current strategy
is to license commercially available technology to augment internally developed
solutions.
10.
Employees:
The
business of Extreme Home Staging, Inc. will be managed by Milka
Fixler our CEO and our only employee to date. Our future success
depends in large part upon our ability to attract and retain highly qualified
employees. Competition for such personnel is intense, and there can
be no assurance that we will be able to retain our senior management or other
key employees or that we will be able to attract and retain additional qualified
personnel in the future.
Item
1A: Risk Factors
An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following risks and uncertainties in addition to
other information in this 10K report in evaluating our Company and its business
before purchasing shares of our Common Stock. Our business, operating results
and financial condition could be seriously harmed due to any of the following
risks. You could lose all or part of your investment due to any of these
risks.
Risks
associated with our Business:
1.
We are a new business and lack an operating history upon which an evaluation of
our future success or failure can be made. We have losses that
we expect to continue into the future. There is no assurance our future
operations will result in profitable revenues. If we cannot generate sufficient
revenues to operate profitably, we may suspend or cease operations.
We were
incorporated on May 2, 2006 and we have not started our proposed business
operations or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our net loss since
inception is ($274,062). Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
*
|
Our
ability to enter into vendor affiliate agreements, which would enable us
to generate revenues upon the sale of the vendors services to our clients
who accessed their website through the link on our
website.
|
*
|
Our
ability to attract affiliates who will provide our services to their
networks of clients in their geographic location.
|
*
|
Our
ability to generate sufficient revenues to cover our expenses
and make a profit through the sale of our services to a sizable client
base
|
*
|
Our
ability to attract advertisers to our website in order to generate
advertising revenues.
|
7
Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to suspend or cease
operations.
2. Our
auditors have issued a going concern opinion about our ability to continue to
operate, and because we will require substantial funds to market our services in
order to attract clients for our services, we may not have sufficient funds to
operate a viable business which may result in our ceasing
operations.
Following
review of our financial statements, our auditors have determined that we do not
have sufficient working capital necessary to be successful and to grow our
business. As a result, our auditors have raised substantial doubt about our
ability to continue as a going concern. According to our auditors, continuation
of our Company as a going concern is dependent upon raising funds and generating
ongoing revenues from our operations. If we a fail to accomplish both, we will
most likely fail and you will lose your investment. As of
September 30, 2009 we had available $1,588, which is not be
sufficient to cover our ongoing expenses for the next 12
months. Furthermore, our capital requirements to implement our
business strategy during Phase II will be significant. We anticipate requiring
additional funds to execute Phase I and Phase II of our planned
activities, in order to significantly expand our operations. No assurance can be
given that such funds will be available or, if available, will be on
commercially reasonable terms satisfactory to us. There can be no assurance that
we will be able to obtain financing if and when it is needed on terms we deem
acceptable.
If we are
unable to obtain financing on reasonable terms, we could be forced to delay or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms will have a material adverse effect on
our business, operating results, and financial
condition.
3.
We do not currently have any vendors, affiliates and clients
and we cannot guarantee we will ever have any. Even if we obtain vendors and
clients, there is no assurance that we will make a profit.
We do not
currently have any vendors, affiliates and clients. Even if we obtain vendors
and clients, there is no guarantee that we will generate a profit. If we cannot
generate a profit, we will have to suspend or cease operations.
4. Our
promotional and marketing efforts may not result in generation of any revenue
which may cause our business to fail and for you to lose your
investment.
If our
promotional and marketing efforts do not attract customers, then we will not
generate any revenue. We intend to target customers that will need our
services. If we do not attract customers through our
promotional and marketing efforts, then it is likely that our business will fail
and cause you to lose your investment.
5. We
will require additional financing which may require the issuance of additional
shares which would dilute the ownership held by our shareholders.
We will
need to raise funds through either debt or the sale of our shares in order to
achieve our business goals. Although there are no present plans, agreements,
commitments or undertakings with respect to the sale of additional shares or
securities convertible into any such shares by us, any shares issued would
further dilute the percentage ownership held by the
stockholders. Furthermore, if we raise funds in equity
transactions through the issuance of convertible securities which are
convertible at the time of conversion at a discount to the prevailing market
price, substantial dilution is likely to occur resulting in a material decline
in the price of your shares.
Our
business is greatly dependent on our ability to attract key personnel. We will
need to attract, develop, motivate and retain highly skilled employees.
Competition for qualified personnel is intense and we may not be able to hire or
retain qualified personnel. Our management has no experience in recruiting key
personnel which may hurt our ability to recruit qualified individuals. If we are
unable to retain such employees, we will not be able to implement or expand our
business plan.
7.
Milka Fixler, our sole officer and director will only be devoting limited time
to our operations, consequently, our operations may be sporadic which may result
in periodic interruptions or suspensions of operations. This activity could
prevent us from attracting clients and result in a lack of revenues that may
cause us to suspend or cease operations.
Our CEO,
Milka Fixler, is our sole officer and director, and will only be devoting
approximately 20 hours per week to our operations. As a result,
our operations may be sporadic and occur at times which are convenient to our
CEO. This may cause our operations to be periodically interrupted or
suspended which could result in a lack of revenues and a possible cessation of
operations.
8.
We are dependent on Milka Fixler, our CEO and sole officer and director for
executing our business plan and ongoing operations. If our CEO
resigns, our operations will be suspended or cease. If that
should occur, you could lose your investment.
Our CEO,
Milka Fixler is our sole officer and director. If she resigned for
any reason, our business would cease operations and you would lose your entire
investment.
9.
Milka Fixler is our sole officer and director and is responsible for our
managerial and organizational structure. In the future, there may not
be effective disclosure and accounting controls to comply with applicable laws
and regulations which could result in fines, penalties and assessments against
us.
We have
only one officer and director who is responsible for our managerial and
organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When these controls
are implemented, our officer will be responsible for the administration of the
controls. Her lack of experience in this area may result in her being
incapable of creating and implementing the proper controls which may cause us to
be subject to sanctions and fines by the SEC which ultimately could cause you to
lose your investment.
8
10. We
do not maintain any insurance, if a judgment is rendered against us, we may have
to cease operations.
We do not
maintain any insurance and do not intend to maintain insurance in the future.
Because we do not have any insurance, if we are made a party to a lawsuit, we
may not have sufficient funds to defend the litigation. In the event that we do
not defend the litigation or a judgment is rendered against us, we may have to
cease operations.
11. We
expect to face intense competition from well established traditional home
staging companies who may not yet be focusing on the market for extreme home
staging. The current crop of traditional home staging entities who
have been operations for many years, have far greater brand recognition,
longer operating larger customer bases and significantly
greater resources than we. This may result in our
inability to compete successfully against our competitors,
which may cause us to go out of business.
We expect
to face intense competition from traditional home staging providers, many of
which have established national networks of participating home staging
companies.
In
addition, nearly all established firms that choose to compete with us will have
greater
brand recognition, longer operating
histories, larger customer bases and significantly greater financial, marketing
and other resources than we will have. Some of our
competitors could enter into exclusive
arrangements with firms, associations or industries
and deny us access to their sectors, devote greater
resources to marketing and promotional campaigns and
devote substantially more resources to their website
and systems development than we will
be able to do. This may result in our inability to successfully
compete and gain market share,
which may cause us to go out of business.
12. If
we are unable to establish a large user base we will have
difficulty attracting advertisers to our web site,
which will hinder our ability to generate advertising revenues, which may affect
our ability to expand our business operations and our user base.
A part of
our business plan and marketing strategy requires us to establish a large user
base. We currently do not have any members. We will only be able to attract
advertisers to our web site and possibly begin to generate advertising revenues
if we can obtain a large enough user base. The number of users necessary to
attract advertisers will be determined though discussions with the potential
advertisers and their input as to whether we can obtain revenues from
advertisements based upon the total members at that time. If for any reason our
web site is ineffective at attracting consumers or if we are unable to continue
to develop and update our web site to keep consumers satisfied with our service,
our user base may decrease and our ability to generate advertising revenues may
decline.
Risks
Related To Our Industry.
13. Potential
regulation of internet service providers could subject us to unforeseen
restrictions on our projected use of our website which could increase our
operating costs.
We plan
for our website www.extremehomestaging.com to operate as our virtual business
card and portfolio for our company as well as our online "home." It will
showcase the services we will provide and will showcase the products and
services offered by our vendors. The FCC has to date treated Internet
service providers as enhanced service providers. Enhanced service providers are
currently exempt from federal and state regulations governing common carriers,
including the obligation to pay access charges and contribute to the universal
service funds. The FCC is currently examining the status of Internet service
providers and the services they provide. If the FCC were to determine those
Internet service providers, or the services they provide, are subject to FCC
regulation, including the payment of access charges and contribution to the
universal service funds, it could affect Extreme Home Staging because those
additional charges could be passed to us and could significantly increase our
operating costs. If we do not generate sales sufficient to
cover our expenses and generate a profit, you may lose your
investment.
14. Unauthorized
disclosure of sensitive or confidential client and customer data, whether
through breach of our computer systems or otherwise, could expose us to
protracted and costly litigation and cause us to lose clients which may result
in our going out of business and for you to lose your investment.
We may be
required to collect and store sensitive data in connection with our services,
including names, addresses, social security numbers, credit card account
numbers, checking and savings account numbers and payment history records, such
as account closures and returned checks. If any person, including any of our
employees, penetrates our network security or otherwise misappropriates
sensitive data, we could be subject to liability for breaching contractual
confidentiality provisions and/or privacy laws, which would devastate our
business, and may result in the loss of your investment.
15. Our
operating results could be impaired if we become subject to burdensome
regulations, legal uncertainties, and/or fees concerning operation of our
website which may increase our expenses and cause us to go out of
business.
Since
1998, the system for the internet has been run by a US (non governmental
organization) known as ICANN - the Internet Corporation for Assigned Names and
Numbers. It is an independent body, but is under contract to the US Department
of Commerce. Other countries have become increasingly uncomfortable
with the arrangement, countries including China and Iran wanted so-called
“internet governance” transferred to an international body linked to the UN
while the EU wanted some kind of intergovernmental “cooperative
body”. An agreement was reached November 2005 wherein the US
will keep its oversight of the technology that underpins the internet. But a new
international “internet governance forum” will be set up to discuss issues of
concern. Although currently this new forum is not envisioned to have
any decision-making powers,” there is no assurance that this forum and the
international community will not at some point impose burdensome regulations or
fees to companies conducting commerce over the internet. Should that
occur, it would adversely affect our business and may impede our ability to
implement our platform and to facilitate transactions over the
internet. Consequently, it could result in our business
failing, and you losing your entire investment.
9
16. Our
Officer and Director Milka Fixler's control of 72% of the outstanding shares may
prevent you from causing a change in the course of our operations and may affect
the price of our common stock.
Milka
Fixler beneficially owns approximately 72 % of our common stock. Accordingly,
for as long as Ms. Fixler continues to own more than 50% of our common stock,
she will be able to elect our entire board of directors, control all matters
that require a stockholder vote (such as mergers, acquisitions and other
business combinations) and exercise a significant amount of influence over our
management and operations. Therefore, regardless of the number of our common
shares sold, your ability to cause a change in the course of our operations is
eliminated. As such, the value attributable to the right to vote is
limited. This concentration of ownership could result in a reduction
in value to the common shares you own because of the ineffective voting power,
and could have the effect of preventing us from undergoing a change of control
in the future.
17. Sales
of a substantial number of shares of
our common stock into the public market by the
selling stockholders may result in significant downward
pressure
on the price of our common stock and could affect the ability of
our stockholders to realize the current trading price of our common stock which
may cause you to lose some or all of your investment.
Sales of
a substantial number of shares of our common stock in the public market could
cause a reduction in the market price of our common stock. We have
13,963,333 shares of common stock issued and outstanding as of the date of this
prospectus. Selling Stockholders are able to resell up to 3,963,333
shares of our Common Stock including the 2,854,167 shares issued to our
consultant of which the maximum that can be sold is 1% of the outstanding shares
every 90 days so long as the shares represent in excess of 9.9% of the
outstanding shares of the company. In addition, If each shareholder
exercises his Warrants we will be required to issue an additional 2,226,667
shares of Common Stock which the Selling Warrant Holders will be able to resell
in the market. As a result, a substantial number of our shares of Common Stock
may be issued and may be available for immediate resale, which could have an
adverse effect on the price of our Common Stock. As a result of any such
decreases in price of our Common Stock, purchasers who acquire shares from the
Selling Stockholders may lose some or all of their investment.
Any
significant downward pressure on the price of our Common Stock as the Selling
Shareholders sell their shares of our Common Stock could encourage short sales
by the Selling Shareholders or others. Any such short sales could
place further downward pressure on the price of our Common Stock.
In
addition, as of the date of this prospectus there
are 10,000,000 outstanding shares of our Common Stock that
are restricted securities as
that term is defined in
Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"). Although the Securities Act and
Rule 144 place certain prohibitions on the sale of restricted securities,
restricted securities may be sold into the public market under certain
conditions. The sale of these shares may further depress the
price of our shares.
18. We
do not expect to pay dividends and investors should not buy our common stock
expecting to receive dividends
We have
not paid any dividends on our common stock in the past, and do not anticipate
that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Since we do not pay dividends, and if we
are not successful in having our shares listed or quoted on any exchange or
quotation system, then you may not have any manner to liquidate or receive any
payment on your investment. Therefore our failure to pay dividends may cause you
to not see any return on your investment even if we are successful in our
business operations. In addition, because we do not pay dividends we may have
difficulty raising additional funds which could affect our ability to expand out
business operations.
19. Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty reselling your shares and this may cause
the price of the shares to decline.
Our
shares would be classified as penny stocks and are covered by Section 15(g) of
the Securities Exchange Act of 1934 and the rules promulgated thereunder which
impose additional sales practice requirements on brokers/dealers who sell our
securities in this offering or in the aftermarket. For sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement prior to making a sale for you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of the shares to
decline.
20. The
limited market for our shares will make our price more
volatile. As well, our stock is held by a small number of
investors thus reducing the liquidity of our stock and the likelihood that any
active trading market will develop. As a result you may lose part or all of your
investment.
Currently,
our Common Stock is listed on the OTC Bulletin Board, although trading has been
minimal. The fact that most of our Common Stock is held by a small number of
investors reduces the liquidity of our Common Stock and the likelihood that any
active trading market will develop. The market for our Common Stock is likely to
be volatile and many factors may affect the market. These include, for example:
Our success, or lack of success, in marketing our services and developing our
customer base; Competition; and our ability to raise sufficient capital for
business expansion.
Additionally
the stock markets generally have experienced, and will likely continue to
experience, extreme price and volume fluctuations which have affected the market
price of the shares of many small capital companies. These fluctuations have
often been unrelated to the operating results of such companies. Such broad
market fluctuations, as well as general economic and political conditions, may
decrease the market price of our Common Stock in any market that
develops.
21. We
are currently deemed a shell company with nominal assets and operations and if
we can not survive in this business we may need cease operations or pursue other
business opportunities .
In
accordance with Rule 405 of the Securities Act of 1933 we are currently deemed a
shell company based upon our nominal assets and operations. Based upon same, our
success must be considered in light of the difficulties and expenses we will
face in marketing our website, obtaining new clients and obtaining financing to
meet the needs of our plan of operations. In the event that we can not
successfully implement our business plan we may have to cease our operations or
change our business model which may cause you to lose all or part of your
investment.
10
Item
2. Description of Properties:
We
presently maintain our principal offices at 4507 15th Ave., Brooklyn,
NY 11219 which is the residence of our CEO Milka Fixler. To
preserve our funds, the CEO has agreed to provide to us her
home office , facility free of charge.
Item
3. Legal Proceedings:
Neither us,
nor any of our officers or directors is a part’ to any material legal proceeding
or litigation and such persons know of no material legal proceeding or
contemplated or threatened litigation. There are no judgments against us or our
officers or directors. None of our officers or directors has been convicted of a
felony or misdemeanor relating to securities or performance in corporate
office.
Item
4. Submission of Matters to a Vote of Security Holders:
None.
PART
II
Item
5. Market Price for Registrants's Common Stock and
Related Stockholder matters.
The
Company's common stock is quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") under the symbol
EXSG". As of January 4, 2010, the Company had
approximately 43 shareholders of record.
The
following table represents the range of the high and low bid prices of the
Company’s stock as reported by the OTC Bulletin Board Historical Data
Service. These quotations represent prices between dealers and may
not include retail markups, markdowns, or commissions and may not necessarily
represent actual transactions. The Company cannot ensure that an active public
market will develop in its common stock or that a shareholder may be able to
liquidate his investment without considerable delay, if at all.
Quarter-
2009
|
High
|
Low
|
Close
|
Bid
|
Ask
|
|||||||||||||||
1st
Qtr- December
|
.50 | .50 | .50 | .10 | 200 | |||||||||||||||
2nd
Qtr- March
|
.50 | .50 | .50 | .10 | 200 | |||||||||||||||
3rd
Qtr -June
|
.50 | .50 | .50 | .10 | 200 | |||||||||||||||
4th
Qtr - September-
|
.50 | .50 | .50 | .10 | 200 |
The
Company shares are subject to section 15(g) and rule 15g-9 of the Securities and
Exchange Act, commonly referred to as the “penny stock” rule. The
rule defines penny stock to be any equity security that has a market price less
than $5.00 per share, subject to certain exceptions. The rule provides that any
equity security is considered to be a penny stock unless that security is;
registered and traded on a national securities exchange meeting specified
criteria set by the SEC; authorized for quotation from the NASDAQ stock market;
issued by a registered investment company; excluded from the definition on the
basis of price at least $5.00 per share or the issuer’s net tangible
assets. The Company’s shares are deemed to be penny stock, trading in
the shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors. Accredited investors, in general, include
individuals with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse, and certain institutional
investors.
For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such security and must have
received the purchaser’s written consent to the transaction prior to the
purchase. Additionally, for the transaction involving a penny stock,
other rules apply. Consequently, these rules may restrict the ability
of broker-dealers to trade or maintain a market in our common stock and may
affect the ability of shareholders to sell their shares.
Item
6: Selected Financial Data Year
Year Ended September 30,
2009
|
2008
|
|||||||
Revenues
|
$
|
-
|
$
|
-
|
||||
Total
Operating Expenses
|
132,358
|
41,228
|
||||||
Cash
on Hand
|
1,588
|
9,146
|
||||||
Total
Assets
|
1,558
|
15,446
|
||||||
Current
Laibilities
|
6,250
|
2,750
|
||||||
Working
Capital
|
1,588
|
9,146
|
||||||
Accumulated
Deficit
|
(274,062)
|
(141,704
|
)
|
Item
7: Management Discussion and Analysis: Plan
of Operation:
The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of our financial condition. The
discussion should be read in conjunction with our financial statements and notes
thereto appearing in this prospectus.
11
The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially
from those discussed in the forward looking statements. Factors that could cause
or contribute to such differences include, but are not limited to those
discussed below and elsewhere in this Registration Statement, particularly in
the section entitled "Risk Factors" beginning on Page 7 of this 10K report.
Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
Overview
Since our
inception on May 3, 2006 our activities have been devoted primarily to
developing a business plan, developing and designing our website, preparing to
bring the website online and raising seed capital for initiating our website and
costs involved with this offering. We are currently in the process of
completing our website which is located at www.extremehomestaging.com, our
domain location. Our website will operate as our virtual business card and
portfolio for our company as well as our online "home." It will showcase the
consulting services we will provide and will showcase the products and services
offered by our vendors.
As
of January 4, 2010 we have no contracts with vendors or affiliates and no
clients for our services. We will need to raise substantial
funds in order to launch a broad marketing campaign to attract
clients for our services in order to become a viable business.
On May
15, 2006 we entered into a one year consulting agreement with Esther Ackerman to
provide consulting services to the Company and to act as Project Coordinator for
our Extreme Staging Affiliate Program. The one year
contract was valued at $60,000 and was paid in full with the issuance of
2,000,000 shares of our Common Stock in lieu of cash. The
contract can be renewed for an additional 12 month upon expiration on May 14,
2007, with additional renewals thereafter, upon mutual consent
of both parties. On April 30, 2009 an additional 850,000 shares were
issued to settle a dispute with consultant for past services provided after end
of the consulting term for which she has not been paid previously.
The
Agreement provides the following Scope of Work.
The
Consultant shall assist the Company in the following endeavors:
A.
|
Assisting
with the implementation of the Vendor Affiliate
Program.
|
B.
|
Assisting
with the implementation of the Extreme Affiliate
Program
|
C.
|
Assisting
with all of the company's activities relating to the execution of the
Company's business plan and plan of operations.
|
D.
|
Assisting
with the Setting up of the Gold Plan Affiliate
Program
|
E.
|
Acting
as Extreme Project Coordinator.
|
On-going
increases to development stage expenses are anticipated. As of September 30,
2009 we had $5,188 in cash available to us which will not
be sufficient to execute our Plan of Operations without raising additional
capital.
We are
currently seeking to raise additional capital in order to implement our Plan of
Operation. Our activities outlined below are contingent on our ability to
raise additional funds. As of January 6, 2010, we have not entered
into any funding arrangement with any funding party. There is no assurance
we will be successful in raising additional funds. Upon raising
additional funds, we expect to take the following steps in connection with the
development of our business and the implementation of our plan of operations for
Phase I.
|
Adding
new features to our Website
|
·
|
Setting
up our Vendors Affiliate Program
"VAP"
|
·
|
Setting
up our Extreme Affiliate Program "EAP".
|
·
|
Planning
our Marketing Strategy
|
·
|
Website
Optimization
|
We will
seek to attract vendors in the following sectors.
1. Building
Material suppliers
2. Suppliers
of Roofing and ancillary services.
12
3. Suppliers
of plumbing supplies and faucets.
5. Supplier
of floor tiles and floor coverings.
6. Suppliers
of wall tiles and wall coverings.
7. Suppliers
of hardware and house wares.
8. Suppliers
of decorative accents.
9. Local
and national companies who engage in renovation projects
10. Suppliers
of furniture and fixtures.
11. Architects
12. Floor
Plan preparation Services.
13. Building
contractors
14. Appraisers
15. Lenders
against home equity
16. Decorators
17. Other
vendors as we may deem to be useful to our consumers.
Marketing
and Website Optimization
·
|
We
plan to pursue search engine placement, as part of our marketing and
branding program. Our objective is to optimize the website for priority
search engine placement, in order to increase the number of links to the
site. We believe we can receive improved search results and
search engine saturation, which in turn directs more traffic to our
website, from prospective affiliates as well as prospective
clients.
|
Because
of uncertainties surrounding our development and limited operating history, we
anticipate incurring development stage losses in the foreseeable future. Our
ability to achieve our business objectives is contingent upon our success in
raising additional capital until adequate revenues are realized from
operations. We are experiencing difficulties in raising funds considering
the current implosion in the real estate market due to the subprime mortgage
crisis affecting all aspects of the real estate market.
Should
the company be successful in raising funds in exchange of the issuances
of equity or convertible debt securities it is highly likely it will
result in massive dilution to our current shareholders. Further
such securities might have rights, preferences, or privileges
senior to our Common Stock.
There is
no assurance that the Company will enter into an agreement for funding,
or that funding will be available at an acceptable cost of
funds.
In
the event the Company is unable to raise
the necessary funds, it will be forced to significantly curb its
activities in order to preserve its capital, and may have to go out of business
or change its business model, if it does not
succeed.
13
Commitments
On May
15, 2006, the company entered into a Consulting Agreement with Esther Ackerman
to provide consulting services to the Company. The agreement provides
for an annual consulting compensation equal to $60,000. The Company
has a right to pay such compensation in the form of Common Stock. On
May 15, 2006 the Company issued 2,000,000 common shares to Consultant in lieu of
cash compensation for services rendered and to be rendered from May 15, 2006 to
May 15, 2007. We valued the shares issued at
$60,000. On April 30, 2009 an additional 850,000 was issued to
settle a dispute with consultant for past services provided after end of the
consulting term for which she has not been paid previously.
We have
an ongoing commitment to pay the auditor available the capital
resources to meet administrative, legal and accounting costs relating
to this initiative.
Purchase of
Significant Equipment
The
Company does not plan any purchases of significant Equipment in the next 12
months.
Other:
Except
for historical information contained herein, the matters set forth above are
forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements.
Off-Balance
Sheet Arrangements:
We do not
currently have any off-balance sheet arrangements. We do not
anticipate entering into any off-balance sheet arrangements in the
future.
Liquidity and Capital
Resources:
As
of September 30, 2009 the Company has cash available of $1,588.
The Company will need to raise substantial funds in order to execute its
marketing plan.
July 6,
2009 the company entered into a loan agreement with an unrelated third party for
a short term interest free loan in the amount of $2,000 payable in 90
days. The repayment term of the loan was subsequently
amended to be payable on demand on January 3, 2010.
Item
7a. Quantitative And Qualitative Disclosures About Market Risk
The
Company is a small business Issuer and is not subject to interest
rate or foreign currency risks. Furthermore does not invest in
interest rate swaps or any derivative products.
14
Item 8
Financial Statements: (See F-1 - F-10)
The
following financial statements required by this item are filed herewith
following the signature page to this report:
Index to
Financial Statements
Report
of Independent Registered Public Accounting Firms
|
F-2
|
Balance
Sheets as of September 30, 2009 and 2008.
|
F-3
|
Statements
of Operations September 30, 2009 and 2008
|
F-4
|
Statements
of Cash Flows for the years ended September 30, 2009 and
2008.
|
F-5
|
Statements
of Shareholders' Equity from Inception May 3,
2006 to September 30, 2009
|
F-6
|
Notes
to Financial Statements
|
F-7
|
F-1
SEALE
AND BEERS, CPAs
PCAOB & CPAB REGISTERED
AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Extreme
Home Staging, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheets of Extreme Home Staging, Inc. (A
Development Stage Company) as of September 30, 2009 and September 30, 2008, and
the related statements of operations, stockholders’ equity (deficit) and cash
flows for the years ended September 30, 2009 and September 30, 2008 and since
inception on May 2, 2006 through September 30, 2009. These financial statements
are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Extreme Home Staging, Inc. (A
Development Stage Company) as of September 30, 2009 and September 30, 2008, and
the related statements of operations, stockholders’ equity (deficit) and cash
flows for the years ended September 30, 2009 and September 30, 2008 and since
inception on May 2, 2006 through September 30, 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 an accumulated deficit of $267,662, which
raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning 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.
/s/
Seale and Beers, CPAs
Seale and
Beers, CPAs
Las
Vegas, Nevada
January
4, 2010
50 S. Jones Blvd. Suite 202
Las Vegas, NV 89107 Phone: (888)727-8251 Fax:
(888)782-2351
F-2
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Balance
Sheets
|
||||||||
September
30, 2009
|
September 30, 2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 1,588 | $ | 9,146 | ||||
Total
Current Assets
|
$ | 1,588 | $ | 9,146 | ||||
OTHER
ASSETS
|
||||||||
Website
Development costs/ Software Asset -Net of Amortization &
Impairment
|
0 | 6,300 | ||||||
Total
Other Assets
|
0 | 6,300 | ||||||
TOTAL
ASSETS
|
$ | 1,588 | $ | 15,446 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accured
Expenses
|
4,250 | $ | 2,750 | |||||
Note
Payable- Related Party
|
2,000 | |||||||
Total
Current Liabilities
|
6,250 | $ | 2,750 | |||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
Stock $.0001 par value,
|
||||||||
Authorized
10,000,000 shares, none issued
|
||||||||
Common
stock, $ .0001 par value ,
|
||||||||
Authorized
200,000,000 shares Issued &
|
||||||||
outstanding 13,963,333
and 13,113,333 as of September 30, 2009 and
September 30, 2008 Respectively
|
1,396 | 1,311 | ||||||
Additional
paid in capital
|
268,004 | 153,089 | ||||||
Accumulated
other comprehensive gain (loss)
|
||||||||
Accumulated
Deficit During the Developmental Stage
|
(274,062 | ) | (141,704 | ) | ||||
Total
Stockholders' Equity
|
(4,662 | ) | 12,696 | |||||
Total
Liabilities and Stockholders' Equity
|
1,588 | $ | 15,446 | |||||
See
Accompanying Notes to the Financial Statements
F-3
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Statements
of Operations
from
inception
|
||||||||||||
October
1, 2008
|
October
1, 2007
|
May
2, 2006-
|
||||||||||
September
30, 2009
|
September 30, 2008
|
September 30, 2009
|
||||||||||
REVENUES
|
$ | - | $ | - | $ | - | ||||||
OPERATING
ACTIVITIES
|
||||||||||||
General and
administrative
|
11,058 | 10,528 | 32,062 | |||||||||
Officers'
compensation
|
24,000 | 24,000 | 72,000 | |||||||||
Rent
- Related Party
|
6,000 | 6,000 | 18,000 | |||||||||
Amortization
Expense
|
1,400 | 700 | 2,100 | |||||||||
Website
Impairment Expense
|
4,900 | - | 4,900 | |||||||||
Professional
Fees
|
85,000 | $ | - | 145,000 | ||||||||
Total
operating expenses
|
132,358 | 41,228 | 274,062 | |||||||||
Loss
before income taxes
|
$ | (132,358 | ) | (41,228 | ) | (274,062 | ) | |||||
|
||||||||||||
Income Tax Expense | - | - | - | |||||||||
|
||||||||||||
NET INCOME (LOSS) | $ | (132,358 | ) | $ | (41,228 | ) | $ | (274,062 | ) | |||
|
||||||||||||
INCOME
(LOSS) PER COMMON SHARE
Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED
AVERAGE NUMBER
|
||||||||||||
OF
SHARES OUTSTANDING
|
13,467,500 | 13,113,333 | ||||||||||
|
||||||||||||
|
|
See
Accompanying Notes to Financial Statements
F-4
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Statements
of Cash Flows
Accumulated
|
||||||||||||
From
Inception
|
||||||||||||
Years
Ended
|
May
2, 2006
|
|||||||||||
September
30, 2009
|
September
30, 2008
|
September
30, 2009
|
||||||||||
Operating
activities
|
||||||||||||
Net Income
(loss)
|
$ | (132,358 | ) | $ | (41,228 | ) | $ | (274,062 | ) | |||
Officers
compensation charged to paid in capital
|
24,000 | 24,000 | 72,000 | |||||||||
Rent- Related party charged to paid in capital | 6,000 | 6,000 | 18,000 | |||||||||
Depreciation
|
1,400 | 700 | 2,100 | |||||||||
Website
Impairment Expense
|
4,900 | 4,900 | ||||||||||
Issuance
of shares for services rendered
|
85,000 | - | 145,000 | |||||||||
Changes
in Assets and liabilities
|
||||||||||||
Accounts
Receivable
|
- | - | - | |||||||||
Decrease
in Subscriptions Payable
|
- | - | - | |||||||||
Accounts
Payable
|
1,500 | 2,750 | 4,250 | |||||||||
Net
cash provided ( used) in operating activities
|
(9,558 | ) | (7,778 | ) | (27,812 | ) | ||||||
Investing
activities
|
||||||||||||
Website
Development
|
- | - | (7,000 | ) | ||||||||
|
||||||||||||
Net
cash provided (used) in investing activities
|
- | - | (7,000 | ) | ||||||||
Financing
activities
|
||||||||||||
Issuance
of Shares for Officer
|
- | - | 1,000 | |||||||||
Sale
of Common Stock With Warrants
|
- | - | 33,400 | |||||||||
Loan
Facility -Related Party
|
2,000 | - | 2,000 | |||||||||
Net
cash provided (used) by financing activities
|
2,000 | - | 36,400 | |||||||||
Net
increase (decrease ) in cash
|
(7,558 | ) | (7,778 | ) | 1,588 | |||||||
Cash
and cash equivalents, beginning of period
|
9,146 | 16,924 | - | |||||||||
Cash
and cash equivalents, end of period
|
1,588 | $ | 9,146 | $ | 1,588 | |||||||
|
||||||||||||
Supplemental
disclosures
|
||||||||||||
Noncash
investing and financing activities:
|
||||||||||||
Issuance
of Shares for Officer
|
- | - | 1,000 | |||||||||
Issuance
of common stock in exchange for services rendered
|
85,000 | - | 145,000 | |||||||||
Officers
Compensation and Rent credited to Additional Paid in
capital
|
30,000 | 30,000 | 90,000 | |||||||||
See
Accompanying Notes to Financial Statements
F-5
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Statements
of Shareholders’ Deficit
Price
|
Common
Stock
|
Paid
in
|
Subscriptions
|
Accumulated
|
Total
|
||||||||
Per
Share
|
Shares
|
Amount
|
Capital
|
Payable
|
Deficit
|
Equity
|
|||||||
Common
Shares issued for
|
|||||||||||||
Consulting
Services Rendered
|
$ 0.03
|
|
2,000,000
|
200
|
$ 59,800
|
-
|
-
|
$ 60,000
|
|||||
May
15, 2006
|
|||||||||||||
Common
Shares issued for
|
$ 0.03
|
873,333
|
87
|
26,113
|
(26,200)
|
-
|
-
|
||||||
cash
in private placement
|
|||||||||||||
May
22, 2006- August 7, 2006
|
-
|
||||||||||||
Common
Shares issued to
|
$ -
|
10,000,000
|
1,000
|
-
|
-
|
-
|
1,000
|
||||||
founder
for cash July 5, 2006
|
|||||||||||||
Net
(Loss) for year Ended September 30, 2006
|
$ -
|
-
|
-
|
-
|
-
|
(61,745)
|
(61,745)
|
||||||
Balance
September 30, 2006
|
12,873,333
|
1,287
|
85,913
|
(26,200)
|
(61,745)
|
(745)
|
|||||||
Common
Shares issued for cash
|
$ 0.03
|
240,000
|
24
|
7,176
|
(6,200)
|
-
|
1,000
|
||||||
in
private placement August 16, 2006 to January 26, 2007
|
|||||||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
$ -
|
-
|
-
|
24,000
|
-
|
-
|
24,000
|
||||||
Apr-07
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
$ -
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
Cancellation
of 1,080,000 issued for
|
|||||||||||||
cash
in private placement July 18, 2007
|
$ 0.03
|
(1,080,000)
|
(108)
|
(32,292)
|
32,400
|
-
|
-
|
||||||
Common
shares issued for cash
|
|||||||||||||
August
29, 2007
|
$ 0.03
|
1,080,000
|
108
|
32,292
|
-
|
-
|
32,400
|
||||||
Net
(Loss) for Year Ended September 30, 2007
|
$ -
|
-
|
-
|
-
|
-
|
(38,731)
|
(38,731)
|
||||||
Balance
September 30, 2007
|
13,113,333
|
1,311
|
123,089
|
-
|
(100,476)
|
23,924
|
|||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
December
31, 2007
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
December
31, 2007
|
|||||||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
March
25, 2008
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
March
25, 2008
|
|||||||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
June
25, 2008
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
June
25, 2008
|
|||||||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
September
25, 2008
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
September
25, 2008
|
|||||||||||||
Net
Loss for Year Ended September 30, 2008
|
-
|
-
|
-
|
-
|
-
|
(41,228)
|
(41,228)
|
||||||
Balance
September 30, 2008
|
13,113,333
|
$1,311
|
$ 153,089
|
$ -
|
$ (141,704)
|
$ 12,696
|
|||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
December
31, 2008
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
December
31, 2008
|
|||||||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
March
25, 2009
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
March
25, 2009
|
|||||||||||||
Shares
issued for services rendered April 30, 2009
|
850,000
|
85
|
84,915
|
85,000
|
|||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
June
25, 2009
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
June
25, 2009
|
|||||||||||||
Officer's
Compensation credited to Additional Paid in Capital
|
-
|
-
|
-
|
6,000
|
-
|
-
|
6,000
|
||||||
September
25, 2009
|
|||||||||||||
Rent
credited to Additional Paid in Capital
|
-
|
-
|
-
|
1,500
|
-
|
-
|
1,500
|
||||||
September
25, 2009
|
|||||||||||||
Net
Loss for Year Ended September 30, 2009
|
-
|
-
|
-
|
-
|
-
|
(132,358)
|
(132,358)
|
||||||
Balance
September 30, 2009
|
13,963,333
|
$1,396
|
$ 268,004
|
$ -
|
$ (274,062)
|
(4,662)
|
|||||||
See Accompanying
Notes to Financial Statements
F-6
(A
Development Stage Company)
Notes to
Financial Statements
September 30,
2009 and 2008
NOTE
1 – GENERAL ORGANIZATION AND BUSINESS
Extreme
Home Staging, Inc. (A Development Stage Company) was incorporated on
May 2, 2006 under the laws of the State of Nevada. The Company
currently has no operations and in accordance with ASC915 (formerly SFAS #7) is
considered to be in the development stage.
NOTE
2 – GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has no established
source of revenue. This raises substantial doubt about the Company’s
ability to continue as a going concern. Without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern. The financial statements do not include any adjustments that
might result from this uncertainty.
The
Company’s activities to date have been supported by equity
financing. It has sustained loss of
$274,062 from inception to September 30, 2009. Management
plans to seek funding from its shareholders and other
qualified investors to pursue its business plan. In the alternative,
the Company may be amenable to a sale, merger or other acquisition in the
event such transaction is deemed by management to be in the best interests
of the shareholders.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Basis
These
financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
Fiscal
Year
The
Company has chosen September 30, as its fiscal year end.
Fair Values of Financial
Instruments
Financial
instruments are recorded at fair value in accordance with ASC 820 (formerly FASB
Statement No. 157).
Cash and Cash
Equivalents
For the
purpose of the statements of cash flows, cash equivalents include all highly
liquid investments with maturity of three months or less.
Property and Equipment
Depreciation
and amortization are recognized principally on the straight line method in
amounts adequate to amortize costs over the estimated useful lives of the
respective assets. The estimated useful life of equipment is five
years.
F-7
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
September, 30,
2009
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock Based
Compensation
Under ASC
718 (formerly SFAS No. 123(R)), companies are required to measure the
compensation costs of share-based compensation arrangements based on the
grant-date fair value and recognize the costs in the financial statements over
the period during which employees are required to provide services. Share-based
compensation arrangements include stock options, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase
plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB
107”. SAB 107 expresses views of the staff regarding the interaction between ASC
718 (formerly SFAS No. 123(R)) and certain SEC rules and regulations and
provides the staff’s views regarding the valuation of share-based payment
arrangements for public companies. ASC 718 permits public companies to adopt its
requirements using one of two methods.
Effective
January 1, 2006, the Company has fully adopted the provisions of ASC 718
(formerly SFAS No. 123R) As such; compensation cost is measured on the date of
grant at their fair value. Such compensation amounts, if any, are amortized over
the respective vesting periods of the option grant. The Company applies this
statement prospectively.
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during the periods shown.
Income
Taxes
The
Company provides for income taxes under ASC 740 “Accounting for Income
Taxes”. ASC 740 requires the use of an asset and liability
approach in accounting for income taxes.
ASC 740
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized. No provision for
income taxes is included in the financials statements due to its immaterial
amount.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Net Income (Loss) per Common
Share
Net
income (loss) per common share is computed based on the weighted average number
of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive
securities.
Revenue and Cost
Recognition
The
company has generated no revenues to date. The Company plans to
recognize revenue on arrangements in accordance with ASC 605 (formerly
Securities and Exchange Commission Staff Accounting Bulletin No. 101,) “Revenue
Recognition in Financial Statements” and SAB No. 104, “Revenue Recognition”. In
all cases, revenue is recognized only when the price is fixed or determinable,
persuasive evidence of an arrangement exists, the service is performed and
collectibles is reasonably assured. The company will recognize
revenues from consulting fees after the fees have been paid and the services
were provided. The company will recognize revenues from vendor
affiliate agreements after the vendor pays the company its portion of the fee
due the company.
F-8
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
September 30,
2009
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intellectual
Properties
The
Company has adopted the provisions of ASC 356-50 (formerly Emerging Issues Task
Force 00-2), “Accounting for Web Site Development Costs.” Costs incurred in the
planning stage of a website are expensed as research and development while costs
incurred in the development stage are capitalized and amortized over the life of
the asset, estimated to be five years. Expenses subsequent to the launch will be
expensed as research and development expenses. The Company will expense upgrades
and revisions to its websites as incurred. The company incurred no
costs for research and development, and has incurred $6,000 for development
stage during the fiscal period ended September 30, 2007 and $1,000 for the
period ended September 30, 2006 for an aggregate of $7,000. The
company launched its website on April 1, 2008.
The
Company capitalized website development costs totaling $1,400 during the year
ended 2009 and $700 during year ended 2008, respectively for an aggregate of
$2,100. Capitalized website development costs were included in property and
equipment and were to be amortized over a period of five years once the website
was ready for its intended use.
Impairment of Long-Lived
Assets
In
accordance with ASC 350-10 (formerly Statement of Financial Accounting Standards
(SFAS) No. 144,) "Accounting for the Impairment or Disposal of Long-Lived
Assets", the Company periodically reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be fully recoverable. The Company recognizes an impairment
loss when the sum of expected undiscounted future cash flows is less than the
carrying amount of the asset. The amount of impairment is measured as the
difference between the asset's estimated fair value and its book
value.
As
of September 30, 2009, the Company had not yet generated cash
flows from the website, the Company was uncertain as to when the cash
flows be would be commencing. Accordingly, the Company
determined that the fair value of the website development costs could not be
established and an impairment loss of $4,900 was recognized in the fiscal year
ended September 30, 2009, to write off the carrying value of the Website
Development Costs.
F-9
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
September 30,
2009
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent
Accounting Pronouncements
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The
provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity’s first fiscal year that begins after November 15, 2009. The Company does
not expect the provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)
(“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable
interest entities. The provisions of SFAS 167 significantly affect the overall
consolidation analysis under FASB Interpretation No. 46(R).
SFAS 167
is effective as of the beginning of the first fiscal year that begins after
November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162” (“SFAS No. 168”). Under SFAS No. 168 the
“FASB Accounting Standards Codification” (“Codification”) will become the source
of authoritative U. S. GAAP to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants.
In June
2009, the Securities and Exchange Commission’s Office of the Chief Accountant
and Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations.
Specifically,
the staff is updating the Series in order to bring existing guidance into
conformity with recent pronouncements by the Financial Accounting Standards
Board, namely, Statement of Financial Accounting Standards No. 141 (revised
2007), Business Combinations, and Statement of Financial Accounting Standards
No. 160, Non-controlling Interests in Consolidated Financial Statements. The
statements in staff accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the Division
of Corporation Finance and the Office of the Chief Accountant in administering
the disclosure requirements of the Federal securities laws.
F-10
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
September
30, 2009
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements. The changes would be effective March
1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, “Earnings per
Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal
years beginning
on or after December 15, 2008 and earlier adoption is prohibited. We are
not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial position and results of operations
if adopted.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
Effective
January 1, 2009, we adopted a new accounting standard update from the
Emerging Issues Task Force (“EITF”) consensus regarding the accounting of
defensive intangible assets. This update, as codified in ASC
350-30 (formerly EITF No. 08-7, “Accounting for Defensive Intangible
Assets”), clarifies accounting for defensive intangible assets subsequent
to initial measurement. It applies to acquired intangible assets which an entity
has no intention of actively using, or intends to discontinue use of, the
intangible asset but holds it to prevent others from obtaining access to it
(i.e., a defensive intangible asset). Under this update, a consensus was reached
that an acquired defensive asset should be accounted for as a separate unit of
accounting (i.e., an asset separate from other assets of the acquirer); and the
useful life assigned to an acquired defensive asset should be based on the
period during which the asset would diminish in value. The adoption of these
accounting updates did not have any impact on our condensed consolidated
financial statements.
Effective
April 1, 2009, we adopted a new accounting standard for subsequent events, as
codified in ASC 855-10 (formerly SFAS No. 165, Subsequent Events). The
update modifies the names of the two types of subsequent events either as
recognized subsequent events (previously referred to in practice as Type I
subsequent events) or non-recognized subsequent events (previously referred to
in practice as Type II subsequent events). In addition, the standard modifies
the definition of subsequent events to refer to events or transactions that
occur after the balance sheet date, but before the financial statements are
issued (for public entities) or available to be issued (for nonpublic entities).
It also requires the disclosure of the date through which subsequent events have
been evaluated. The update did not result in significant changes in the practice
of subsequent event disclosures, and therefore the adoption did not have any
impact on our condensed consolidated financial statements.
Effective
April 1, 2009, we adopted three accounting standard updates which were
intended to provide additional application guidance and enhanced disclosures
regarding fair value measurements and impairments of securities. They also
provide additional guidelines for estimating fair value in accordance with fair
value accounting. The first update, as codified in ASC
820-10-65 (formerly FASB Staff Positions (“FSP”) No. 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly), provides
additional guidelines for estimating fair value in accordance with fair value
accounting. The second accounting update, as codified in ASC 320-10-65 (formerly FSP No. 115-2, Recognition and Presentation of
Other-Than-Temporary Impairments), changes accounting requirements for
other-than-temporary-impairment (OTTI) for debt securities by replacing the
current requirement that a holder have the positive intent and ability to hold
an impaired security to recovery in order to conclude an impairment was
temporary with a requirement that an entity conclude it does not intend to sell
an impaired security and it will not be required to sell the security before the
recovery of its amortized cost basis. The third accounting update, as codified
in ASC 825-10-65 (formerly Accounting Principles Board
(“APB”) Opinion No. 28-1, Interim Disclosures about Fair Value
of Financial Instruments), increases the frequency of fair value
disclosures. These updates were effective for fiscal years and interim periods
ended after June 15, 2009. The adoption of these accounting updates did not
have any impact on our condensed consolidated financial
statements.
Effective
July 1, 2009, we adopted The “FASB Accounting Standards Codification” and
the Hierarchy of Generally Accepted Accounting Principles (ASC 105), (formerly SFAS No. 168, The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting
Principles). This standard establishes only two levels of U.S. generally
accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The
Financial Accounting Standard Board (“FASB”) Accounting Standards Codification
(the “Codification”) became the source of authoritative, nongovernmental GAAP,
except for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became nonauthoritative.
We began using the new guidelines and numbering system prescribed by the
Codification when referring to GAAP in the third quarter of fiscal 2009. As the
Codification was not intended to change or alter existing GAAP, it did not have
any impact on our financial statements.
F-11
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
September 30,
2009
NOTE
4 – INTANGIBLE ASSETS - WEBSITE DEVELOPMENT
Intangible
asset consists of the following:
September
30,
|
||||||||
2009
|
2008
|
|||||||
Website
Development
|
$ | 7,000 | $ | 7,000 | ||||
Less: Accumulated
Amortization
|
(2,100 | ) | (700 | ) | ||||
Less: Impairment
Charge
|
(4,900 | ) | ||||||
Total
|
$ | 0 | $ | 6,300 | ||||
Intangible
assets consist of website development which are recorded at cost and amortized
over a straight-line basis. The amortization expense for the period ended
September 30, 2009 and the year ended September 30, 2008 was
$1,400 and $700, respectively.
As
of September 30, 2009, the Company had not yet generated cash
flows from the website, the Company was uncertain as to when the cash
flows be would be commencing. Accordingly, the Company
determined that the fair value of the website development costs could not be
established and an impairment loss of $4,900 was recognized in the fiscal year
ended September 30, 2009, to write off the carrying value of the Website
Development Costs.
NOTE
5 – OFFICERS’ COMPENSATION
The
officer has taken no actual compensation since inception. For financial
statement purposes on the Statement of Operations -officer's compensation has
been charged in the amount of $24,000 in each of fiscal periods ending
September 30, 2009 and 2008 respectively. Additional Paid in
Capital has been credited for the corresponding amount.
NOTE
6. NOTE PAYABLE
On July
6, 2009, we entered into a loan agreement with a related party
for $2,000. Loan is interest free and has a term of 90
days. Loan can be extended by mutual consent of both
parties. (see also subsequent events). On January 3,
2010 we entered into an addendum to the loan agreement amending the repayment
terms to payable upon demand.
NOTE
7– STOCKHOLDERS’ EQUITY
The
Company’s authorized capital stock consists of 200,000,000 shares of common
stock (par value of $0.0001 and 10,000,000 shares of preferred (par value of
$0.0001 authorized on May 3, 2006.
On May
15, 2006, the Company entered into a consulting agreement for annual
compensation of $60,000. The company issued 2,000,000 common
shares to Consultant at the value of $60,000 in lieu of cash
compensation.
During
the period from May 22, 2006 to August 7, 2006 the Company completed a private
placement offering pursuant to Regulation D Rule 506 and sold 873,333 Common
Shares with Common Stock Purchase Warrants to 22 investors at $0.03 cents per
share for aggregate sum of $26,200.
In July
5, 2006 the Company issued 10,000,000 common shares to its founders at $0.0001
par value for an aggregate of $1,000.
From
August 16, 2006 and January 26, 2007 the Company sold an additional
240,000 shares to twelve investors, for an aggregate of $7,200.
In July
2006, the Company learned that it had not filed the proper Registration pursuant
to the State Securities Law in the State of New York. On July
17, 2006 the Company immediately took self corrective action and rescinded all
of the subscriptions sold to New York subscribers during the periods from May
15, 2006 to January 1, 2007 for an aggregate of 1,080,000 shares and
refunded the investment funds equal to $32,400 to the 32 New York
shareholders.
On August
29, 2007 the Company completed a Regulation D Rule 506 offering and sold
a total of 1,080,000 shares of our Common Stock par value
$0.0001 to the 32 shareholders @ $0.03 per share.
For each
share purchased, subscribers received one (1) Series A common stock purchase
warrant exercisable @ $0.50 and one (1) Series B common stock purchase warrant
exercisable @ $1.00. Total proceeds generated from the sale of the shares
amounted to $32,400.
Warrants
|
Number
of
Warrants
Outstanding
|
Exercisable
on or
After
|
Expiration
Date
|
Exercise
Price
|
Warrants
Exercised
|
Series
A
|
1,113,333
|
August
27, 2007
|
August
15, 2010
|
$0.50
|
-
|
Series
B
|
1,113,333
|
August
27, 2007
|
August
15, 2010
|
$1.00
|
-
|
The
Company has the option to "call" all the Warrants presently outstanding (the
"Warrant Call"). The Company may exercise the Warrant Call by giving
to each Warrant Holder a written notice of call (the "Call Notice") during the
period in which the Warrant may be exercised. The Warrant Holders shall exercise
their Warrant rights and purchase the Warrant Shares and pay for the Warrant
Shares within fourteen (14) business days of the date of the Call Notice.
Thereafter, the Warrants will no longer be exercisable.
Although
Registration Rights have been granted for the Common Shares underlying the
Warrants, the warrants do not impose a Penalty in the Event the Registration is
Not Deemed Effective by the SEC.
The
company paid no salary or rent. For financial statement purposes officer
compensation in the amount of $24,000 and rent in the amount of $6,000 has been
charged in each of the fiscal periods ending September 30, 2009 and September
30, 2008, on the statement of operations and a corresponding amount was credited
as additional paid in capital.
On May
11, 2009, the Company issued 850,000 shares to consultant for services
rendered. Shares were valued at
$85,000.
No
preferred shares have been issued. It is within the discretion of the Board of
Directors to determine the preferences of the preferred stock. The
Company has not yet determined the preferences of the preferred
stock
NOTE 8-
RELATED PARTY TRANSACTIONS:
The
Principal Officer of the Company, Milka Fixler received 10,000,000 shares of
common stock with a fair value of $1,000.
The
company paid no salary or rent. For financial statement purposes officer
compensation in the amount of $24,000 plus rent in the amount of $6,000 has been
charged in each of the fiscal periods ending September 30, 2009 and September
30, 2008, on the statement of operations and a corresponding amount was credited
as additional paid in capital.
On July
6, 2009, we entered into a loan agreement with The Hyett Group, Ltd.,
a related party for $2,000. Loan is interest
free and has a term of 90 days. Loan can be extended by mutual
consent of both parties. (see also subsequent
events). On January 3, 2010 the term of the Note repayment
detailed in Note 6 was revised from 90 days originally set to payable
on demand.
F-12
Extreme
Home Staging, Inc.
(A
Development Stage Company)
Notes to
Financial Statements
September 30,
2009
NOTE
9– INCOME TAXES
The
Company provides for income taxes under Statement of Financial Accounting
Standards ASC 740 Accounting for Income Taxes. ASC 740 requires the
use of an asset and liability approach in accounting for income taxes. Deferred
tax assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.
ASC
740 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company’s opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax
asset. Accordingly, a valuation allowance equal to the deferred tax
asset has been recorded. The total deferred tax asset is
$60,293 which is calculated by multiplying a 22% estimated tax rate
by the cumulative NOL of $274,062. The total valuation
allowance is a comparable $60,293. Details for the last three years
follow:
Year
Ended September 30
|
|
2009
|
2008
|
2007
|
2006
|
|||||||||||
Deferred
Tax Asset
|
29,119 | 9,070 | 8,521 | 13,584 | ||||||||||||
Valuation
Allowance
|
(29,119 | ) | (9,070 | ) | (8,521 | ) | (13,584 | ) | ||||||||
Current
Tax Payable
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Income
Tax Expense
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Below is
a chart showing the estimated corporate federal net operating loss (NOL) and the
year in which it will expire.
Year
|
Amount
|
Expiration
|
||||||
2006
|
61,745 | 2026 | ||||||
2007
|
38,731 | 2027 | ||||||
2008
|
41,228 | 2028 | ||||||
2009
|
132,358 | 2029 | ||||||
Total
Nol
|
274,062 |
The
Company has filed income tax returns for 2006, 2007 and 2008.
NOTE
10 – COMMITMENTS AND CONTINGENCIES
The
Company is occupying the premises of its President rent-free. For financial
statement purposes rent has been charged $6,000 and additional paid in capital
has been credited in the current period for rent expense not paid.
On May
15, 2006 we entered into a one year consulting agreement with Esther Ackerman to
provide consulting services to the Company and to act as Project Coordinator for
our Extreme Staging Affiliate Program. The one year
contract was valued at $60,000 and was paid in full with the issuance of
2,000,000 shares of our Common Stock in lieu of cash. The
contract can be renewed for an additional 12 month upon expiration on May 14,
2007, with additional renewals thereafter, upon mutual consent
of both parties. On May 11, 2009, the Company issued an
additional 850,000 shares to consultant for services rendered in lieu of cash
compensation. Shares were valued at $85,000. The
contract has subsequently been terminated and will not continue into the
future.
NOTE
11- SUBSEQUENT EVENTS
On
October 29, 2009, the term of the Note repayment was extended from 90 days
originally set to 180 days from the date of issuance of July 6, 2009 to the
extended due date of January 2010. On January 3, 2010 we
entered into an addendum to the loan agreement amending the repayment terms to
payable upon demand.
F-13
(a) On
August 4, 2009, the Board of Directors dismissed Moore &
Associates Chartered, its independent registered public
accountant firm. On the same date, August 4, 2009, the
accounting firm of Seale and Beers, CPAs was engaged as the
Registrant's new independent registered public account
firm. The Board of Directors approved the dismissal of Moore &
Associates Chartered and the engagement of Seale and Beers, CPAs as
its independent auditor. None of the reports of Moore
& Associates Chartered on the Company's financial statements for
either of the past two years or subsequent interim period contained
an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles,
except that the Registrant's audited financial statements contained
in its Form 10-K for the fiscal year ended September 30, a going
concern qualification in the registrant's audited financial
statements.
During
the registrant's two most recent fiscal years and the
subsequent interim periods thereto, there were no disagreements with
Moore and Associates, Chartered whether or not resolved, on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to
Moore and Associates, Chartered's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial
statements.
The
registrant has requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. The letter is
attached as an exhibit to this Form 8-K.
b) On
August 4, 2009, the registrant engaged Seale and Beers, CPAs as
its independent accountant. During the two most recent fiscal years
and the interim periods preceding the engagement, the registrant has
not consulted Seale and Beers, CPAs regarding any of the matters set
forth in Item 304(a)(2)(i) or (ii) of Regulation S-B.
We
carried out an evaluation, under the supervision and with the participation of
our sole officer and director, Milka Fixler, of the effectiveness of
the design of the our disclosure controls and procedures (as defined by Exchange
Act Rule 13a-15(e) and 15a-15(e)) as of the end of our fiscal year pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive
Officer Officer concluded that our disclosure controls and procedures are
effective in ensuring that information required to be disclosed by us in reports
that 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.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We have
had very limited operations and there were no changes in our internal controls
over financial reporting that occurred during the twelve months ended September
2009 and, 2008 respectively that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting. We
believe that a control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the control system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within any company have been
detected.
REPORT
OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a provide reasonable assurance regarding the reliability
of our financial reporting for external purposes in accordance with accounting
principles generally accepted in the United States Of America. Internal control
over financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transactions; providing reasonable assurance
that transactions are recorded as necessary for preparation of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized acquisition, use or disposition
of company assets that could have a material effect on our financial statements
would be prevented or detected.
Management
conducted an evaluation of the effectiveness of our 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. Based on this evaluation, management concluded that the company’s
internal control over financial reporting was effective as of September 30,
2009. There were no changes in our internal control over financial
reporting during the period ended September 30, 2009 that have materially
affected, or are reasonably likely to materially affect, or are reasonably
likely to materially affect, our internal control over financials
reporting.
ITEM
9B OTHER
None
15
The
following table sets forth, as of December 24, 2009 the names and ages of
all of our directors and executive officers; and all positions and offices held.
The director will hold such office until the next annual meeting of shareholders
and until his or her successor has been elected and qualified.
Name
|
Age
|
Position
|
Date
of Employment
|
Milka
Fixler
|
60
|
President,
Chief Executive Officer,
Treasurer,
Chairman of the Board
|
May
3, 2006
|
The
board of directors has no standing committees.
Family
Relationships
No
family relationship has ever existed between any director, executive officer of
the company, and any person contemplated to become such.
Business
Experience
The
following summarizes the occupation and business experience during the past five
years for our sole officer and director, Milka Fixler.
Milka
Fixler is our President and Chief Executive Officer as well as the Chairman of
our Board of Directors since inception of our organization on May 15,
2006. Milka is also currently employed at Douglas Elliman
Corp. since September 2009 as a licensed real estate
broker. She has been employed at Bellmarc Realty until September
2009 where she has had a career as a broker in real estate sales since
March 11, 1997. Ms. Fixler's duties as a real estate broker
with Bellmarc involve the presentation and sale of homes, condos, coops and
apartments which process has exposed her to the knowledge and experience in home
staging properties in preparation of their sale at an optimum
price. These skills coupled with her vision and understanding
of the techniques for increasing property values, position Ms. Fixler as an
invaluable asset and natural leader of Extreme Home Staging, Properties,
Inc.
Milka
Fixler attended New York City Community College from January
1977 to January 1980 where she received her Associate Degree
in Applied Science. Milka is a licensed real
estate broker in the State of NY.
Employment
Agreements/ Terms of Office
None of
the members of the Board of Directors or members of the management team
presently have employment agreements with us.
Item
11 Executive Compensation
Our
directors will not receive a fee for attending each board of directors meeting
or meeting of a committee of the board of directors. All directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending board of director and committee meetings.
Equity
Compensation Plan:
The
Company has not issued any Employee Benefit Plan or Dividend Reinvestment Plan,
thus none are being offered pursuant to an employee benefit plan or a dividend
reinvestment plan, or any equity compensation plans.
16
Milka
Fixler is entitled to an annual base salary of $24,000, plus the annual sum
of $6,000 for rent for providing the use of her office to
the Company. This amounts to an aggregate sum of $30,000 for the
fiscal year ended September 30, 2009 and September 30, 2008. The
following Summary Compensation Table sets forth the compensation for our
executive officer for the past two years ended September 30, 2009
Name
& Principal
Position
|
Year
|
Salary
|
Bonus
|
Restricted
Stock
Awards
|
Options
|
Payouts
|
||||||||||||||||||
Milka
Fixler
|
9-30-3009
|
$
|
30,000
|
*
|
-
|
-
|
-
|
-
|
||||||||||||||||
Milka
Fixler
|
9-30-2008
|
$
|
30,000
|
* |
-
|
-
|
-
|
-
|
*The
sum of $30,000 represents officer's compensation and rent expenses incurred, but
not paid out for the years ending September 30, 2009 and 2008. These sums
were credited to Additional Paid in
Capital. (See Financial Statements Note 5 and Note
10.)
None of
the principals have outstanding options or warrants or other securities
convertible into the Common Stock of the Company.
During
the past five (5) years, no present or former
director, executive officer or person nominated to
become a director or an
executive officer of the Company
has:
(1) filed a
petition under the Federal bankruptcy laws or any state
insolvency law, nor had a receiver,
fiscal agent or similar officer appointed by the
court for the business or property of such
person, or any partnership in which he was a
general partner at or within two (2) years before the time of such filings, or
any corporation or business association of which he was an
executive officer at or within ten (10) years
before the time of such filing;
(2) was convicted in a criminal proceeding or named
subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3)
was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following
activitiesl was subject of
any order, judgment or decree, not
subsequently reversed, suspended or vacated, of
any court of competent jurisdiction,
permanently or temporarily enjoining him from
or otherwise limiting,
the following activities:
(i) acting
as a futures commission merchant, introducing broker,
commodity trading advisor,
commodity pool operator, floor broker,
leverage
transaction merchant, any other person regulated
by
the
Commodity
Futures Trading Commission or an
associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or
as an affiliate person, director or employee of any investment company, or
engaging in or continuing any
conduct
or practice in connection with such activity;
(ii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of Federal or State
Securities laws or Federal commodities laws;
(4) was the subject of any order, judgment, or decree,
not subsequently reversed, suspended, or vacated, of any Federal or State
authority
barring, suspending or otherwise limiting
for more than sixty (60) days the right of such person to engage in
any activity described above under this
subsection (3)(i) above, or to be associated with persons engaged in
any such activities;
(5) was found
by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or
State securities law, and
the judgment in such civil action
or finding by the Commission has not been subsequently
reversed suspended or vacated.
(6) was found
by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil
action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
17
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of December 24, 2009
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percentage
of
Ownership
|
||||||
Common
Stock
|
Milka
Fixler
|
10,000,000
|
72
|
%
|
|||||
Common
Stock
|
Esther
Ackerman
|
2,854,167
|
20
|
%
|
|||||
Common
Stock
|
All
executive officers and directors as a group
|
10,000,000
|
72
|
%
|
The
percent of class is based on 13,963,333 shares of common
stock issued and outstanding as of December 24, 2009 Pursuant to the
rules and regulations of the Securities and Exchange Commission, shares of
Common Stock that an individual or entity has a right to acquire within 60 days
pursuant to the exercise of options or warrants are deemed to be outstanding for
the purposes of computing the percentage ownership of such individual or entity,
but are not deemed to be outstanding for the purposes of computing the
percentage ownership of another person or entity shown in the
table.
Milka Fixler is entitled to an annual base salary of
$24,000, plus the annual sum of $6,000 for rent for providing the use of
her office to the Company. This amounts to an aggregate sum
of $30,000 for the fiscal year ended September 30, 2009 and September 30,
2008.
On May
15, 2006 we entered into a one year consulting agreement with Esther Ackerman to
provide consulting services to the Company and to act as Project Coordinator for
our Extreme Staging Affiliate Program. The one year
contract was valued at $60,000 and was paid in full with the issuance of
2,000,000 shares of our Common Stock in lieu of cash. The
contract can be renewed for an additional 12 month upon expiration on May 14,
2007, with additional renewals thereafter, upon mutual consent
of both parties. On April 30, 2009 an additional 850,000 was
issued to settle a dispute with consultant for past services provided after end
of the consulting term for which she has not been paid previously.
The
Consultant Agreement provided the following Scope of Work.
The
Consultant shall assist the Company in the following endeavors:
A.
|
Assisting
with the implementation of the Vendor Affiliate
Program.
|
B.
|
Assisting
with the implementation of the Extreme Affiliate
Program
|
C.
|
Assisting
with all of the company's activities relating to the execution of the
Company's business plan and plan of operations.
|
D.
|
Assisting
with the Setting up of the Gold Plan Affiliate
Program
|
E.
|
Acting
as Extreme Project Coordinator.
|
Except as
disclosed below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party since our
incorporation or in any proposed transaction to which we are proposed to be a
party:
A.
|
Any
of our directors or officers
|
B.
|
Any
proposed nominee for election as our
director;
|
C.
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our Common Stock;
or
|
D.
|
Any
relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of any parent or subsidiary of our
company.
|
On July
6, 2009, we entered into a loan agreement with The Hyett Group, Ltd.,
a related party for $2,000. Loan is interest
free and has a term of 90 days. Loan can be extended by mutual
consent of both parties. (see also subsequent
events). On January 3, 2010 the term of the Note repayment
detailed in Note 6 was revised from 90 days originally set to payable
on demand.
18
Item
14. Principal Accountants Fees and Services:
Our
accounting fees Seale & Beers CPA for the annual report ending
September 30, 2009 and 2008 was $4,250. The fees have been paid
in full.
Item
15: Exhibits
Exhibit
31-1
Exhibit
32-1
Exhibit
23-1 Consent of Auditor
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, thereunto duly authorized, on January 7,
2010.
Extreme
Home Staging, Inc.
By:
|
/s/
Milka Fixler
|
|
|
Chairman
and Chief Executive Officer
|
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.
Signature Title
/s/ Milka
Fixler Chairman and Chief Executive
Officer
Date: January
7, 2010
19