Attached files
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EX-3.2 - Avant Diagnostics, Inc | v174662_ex3-2.htm |
EX-3.1(B) - Avant Diagnostics, Inc | v174662_ex3-1b.htm |
EX-32.1 - Avant Diagnostics, Inc | v174662_ex32-1.htm |
EX-31.1 - Avant Diagnostics, Inc | v174662_ex31-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x Annual
Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
1934
for the
fiscal year ended October
31, 2009
or
¨ Transition Report Under
Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
for the
transition period from _____to _____
COMMISSION
FILE NUMBER: 333-156077
OREON RENTAL
CORPORATION
(Exact
name of registrant as specified in its charter)
NEVADA
|
98-0599151
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
4900 California Ave., Tower
B-210, Bakersfield,
CA
|
93309
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(661)
377-2911
Registrant's
telephone number, including area code
Securities
registered under Section 12(b) of the Exchange Act:
|
NONE.
|
Securities
registered under Section 12(g) of the Exchange Act:
|
Common Stock, $0.00001 Par Value 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 þ No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. ¨
Yes þ No
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. þ
Yes ¨
No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). þ
Yes ¨
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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. ¨
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
definition 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 ¨
|
Smaller
reporting company þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). þ
Yes ¨
No
As of
February 14, 2010, 2,510,000 shares of common stock, $0.0001
par value per share, were outstanding.
OREON
RENTAL CORPORATION
ANNUAL
REPORT ON FORM 10-K
FOR
THE YEAR ENDED OCTOBER 31, 2009
INDEX
PAGE
|
||
PART
I
|
1
|
|
ITEM
1.
|
Business.
|
1
|
ITEM
1A.
|
Risk
Factors.
|
2
|
ITEM
1B.
|
Unresolved
Staff Comments.
|
4
|
ITEM
2.
|
Properties.
|
4
|
ITEM
3.
|
Legal
Proceedings.
|
5
|
ITEM
4.
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Submission
of Matters to a Vote of Security Holders.
|
5
|
PART
II
|
5
|
|
ITEM
5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|
5
|
ITEM
6.
|
Selected
Financial Data.
|
6
|
ITEM
7.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
7
|
ITEM
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
9
|
ITEM
8.
|
Financial
Statements and Supplementary Data.
|
9
|
ITEM
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
18
|
ITEM
9A(T).
|
Controls
and Procedures.
|
18
|
ITEM
9B.
|
Other
Information.
|
18
|
PART
III
|
19
|
|
ITEM
10.
|
Directors,
Executive Officers and Corporate Governance.
|
19
|
ITEM
11.
|
Executive
Compensation.
|
20
|
ITEM
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
20
|
ITEM
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
21
|
ITEM
14.
|
Principal
Accounting Fees and Services.
|
22
|
PART
IV
|
|
|
ITEM
15.
|
Exhibits,
Financial Statement Schedules
|
22
|
SIGNATURES
|
23
|
i
PART
I
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K includes a number of forward-looking statements
that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by
words like: believe, expect, estimate, anticipate, intend, project and
similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements. Forward-looking statements include those that address
activities, developments or events that we expect or anticipate will or may
occur in the future. All statements other than statements of
historical facts contained in this Annual Report, including statements regarding
our future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking
statements. These statements reflect the current views of management
with respect to future events and are subject to risks, uncertainties and other
factors that may cause our actual results, performance or achievements, or
industry results, to be materially different from those described in the
forward-looking statements. Such risks and uncertainties include those set forth
under the captions "Risk
Factors" beginning on page 2, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" beginning on page 7,
and elsewhere in this Annual Report. We undertake no obligation to update or
revise our forward-looking statements, whether as a result of new information,
future events or otherwise. We advise you to carefully review the
reports and documents we file from time to time with the Securities and Exchange
Commission (the "SEC"), particularly our Quarterly Reports on Form 10-Q and our
Current Reports on Form 8-K.
As used
in this Annual Report, the terms "we," "us," "our," "Oreon," and the "Company"
mean Oreon Rental Corporation and its subsidiaries, unless otherwise indicated.
All dollar amounts in this Annual Report are expressed in U.S. dollars, unless
otherwise indicated.
The
disclosures set forth in this report should be read in conjunction with the
financial statements and notes thereto of the Company for the year ended
October 31, 2009. Because of the nature of a relatively new and growing
company, the reported results will not necessarily reflect the operating results
that will be achieved in the future.
ITEM
1. BUSINESS.
OVERVIEW
The
Company was incorporated on October 16, 2008 in the State of Nevada. At the time
of its incorporation, the management of the Company intended to operate
electronics rental stores in Ternopil and other similar cities throughout
Ukraine. However, at the time of its incorporation and its initial public
offering of common stock in October 2008, the Company did not own any such
stores, nor did it have any ongoing business operations.
The
Company completed some additional market research in June 2009, which showed
unfavorable economic conditions for our planned electronics rental business in
Ternopil, Ukraine. Therefore, the management of the Company decided not to
proceed with its original plan of operations.
The
Company is currently a development stage company. The current management will
consider other business options and proposals that it determines to be more
valuable for the Company and its investors than the original business plan,
which was abandoned. To date, the Company has no products or
services, customers, material assets or ongoing sources of revenue. The Company
currently has no employees.
Competition
We are a
development stage company. We do not have any operations at this
time, so we do not experience direct competition from other businesses, though
we expect that any market we enter into will be competitive, given the current
economic environment. However, we currently do have to compete with
other similar companies for financing and for marketing any future services we
choose to offer. This competition could adversely impact on our
ability to achieve the financing necessary for us to develop our
projects.
Research
and Development Expenditures
We have
not incurred any research and development expenditures since our
incorporation.
1
Patents
and Trademarks
ITEM
1A. RISK
FACTORS.
The
Company is a development stage company with a history of operating losses and
expects to continue to realize losses in the near future. The Company
currently has no operations and no specific plan of operations from which it can
derive revenue. Even if we do commence operations in the future, with
respect to one or more business models chosen by our directors, the Company may
not become profitable or be able to sustain profitability.
The
Company is a development stage company, and since inception, the Company has
incurred significant net losses. The Company has reported a net loss
of $33,884 from the date of inception on October 16, 2008, through October 31,
2009. The Company expects to continue to incur net losses and
negative cash flow in the near future, and we will continue to experience losses
for at least as long as it takes our company to implement a new business
plan. The size of these losses will depend, in large part, on the
Company’s ability to develop a business plan and subsequently realize product
sales revenue from marketing its products. To date, the Company has
not had any operating revenues, nor has it manufactured or sold any
products. Because the Company does not yet have a revenue stream
resulting from product sales or other operations, there can be no assurance that
the Company will achieve material revenues in the future. The Company
expects its operating expenses to increase as it begins actively pursuing new
business plans, reflecting increased marketing and overhead expenses in the
short term that will require us to achieve higher levels of revenue for
profitability when and if the Company begins to generate recurring
revenues. Should the Company achieve a level of revenues that make it
profitable, there is no assurance the Company can maintain or increase
profitability levels in the future.
If
we do not obtain additional financing, our business will fail.
We have a
negligible amount of operating funds, which will not be sufficient to meet the
anticipated costs of commencing any new business model for the
Company. Therefore, we will need to obtain additional financing in
order to execute on any business plan that we seek to implement. As
of October 31, 2009, we had cash on hand in the amount of $0. We have
not earned any income since our inception.
We
currently do not have any arrangements for financing and we may not be able to
obtain financing when required. Obtaining additional financing would be subject
to a number of factors outside of our control. These factors may make the
timing, amount, terms or conditions of additional financing unavailable to us,
in which case our business will fail.
We
anticipate that we will incur the following expenses over the next twelve
months:
Category
|
Planned
Expenditures Over
The Next 12 Months (US $)
|
|||
General
& Administrative
|
$ | 185,000 | ||
TOTAL
|
$ | 185,000 |
If our
forecast regarding anticipated expenses is inaccurate, we may need to raise
additional funds beyond what we have forecasted. There can be no
assurance that additional financing will be available when needed on favorable
terms, or at all.
We
have yet to earn revenue and our ability to sustain our operations is dependent
on our ability to raise financing. As a result, our accountants believe there is
substantial doubt about our ability to continue as a going concern.
We have
accrued net losses of $33,884 for the period from our inception on October 16,
2008, through October 31, 2009, and we have no revenues to date. Our
future is dependent upon our ability to obtain financing and to execute upon a
business plan that will create future profitable operations for our
business. These factors raise substantial doubt that we will be able
to continue as a going concern. LBB & Associates Ltd., LLP, Certified Public
Accountants, our independent auditors, have expressed substantial doubt about
our ability to continue as a going concern. This opinion could materially limit
our ability to raise additional funds by issuing new debt or equity securities
or otherwise. If we fail to raise sufficient capital when needed, we
will not be able to complete our business plan. As a result we may
have to liquidate our business and investors may lose their investment.
Investors should consider our auditor's comments when determining if an
investment in the Company is suitable.
2
Our
lack of any operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance.
The
concept for our original business model was abandoned in June 2009 before we
commenced material operations. We do not have any operating history,
nor any specific successor business plan at this time, which makes it impossible
to evaluate our business on the basis of historical
operations. Furthermore, any business opportunity we pursue will have
its own risks of which we cannot be aware at this time. As a consequence, our
past results may not be indicative of future results. Although this is true for
any business, it is particularly true for us because of our lacking any material
operating history.
Our former director has the ability
to significantly influence any matters to be decided by the stockholders, which
may prevent or delay a change in control of our company.
Dzvenyslava
Protskiv served as our sole director until January 2010. See
“Submission of Matters to a Vote of Security Holders”. As our
founder, Ms. Protskiv currently owns approximately 80% of our common stock on a
fully diluted basis. As a result, she effectively controls the
outcome of any corporate matter submitted to our stockholders for approval,
including the election of directors and any transaction that might cause a
change in control, such as a merger or acquisition. Any stockholders
in favor of a matter that is opposed by Ms. Protskiv would not be able to obtain
the number of votes necessary to overrule her votes.
We
may conduct further offerings in the future in which case investors'
shareholdings will be diluted.
Since our
inception, we have relied on sales of our common stock to fund our operations.
We may conduct further equity offerings in the future to finance our current
projects or to finance subsequent projects that we decide to undertake. If
common stock is issued in return for additional funds, the price per share could
be lower than that paid by our current stockholders. We anticipate
continuing to rely on equity sales of our common stock in order to fund our
business operations. If we issue additional stock, investors' percentage
interests in us will be diluted. The result of this could reduce the value of
current investors' stock.
Because
our stock is a penny stock, shareholders will be more limited in their ability
to sell their stock.
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00 per share, other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. Because our
securities constitute "penny stocks" within the meaning of the rules, the rules
apply to us and to our securities. The rules may further affect the ability of
owners of shares to sell our securities in any market that might develop for
them. As long as the quotation price of our common stock is less than $5.00 per
share, the common stock will be subject to penny stock rules. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC,
that:
|
·
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
|
|
·
|
contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of securities
laws;
|
|
·
|
contains
a brief, clear, narrative description of a dealer market, including bid
and ask prices for penny stocks and the significance of the spread between
the bid and ask price;
|
|
·
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
|
·
|
defines
significant terms in the disclosure document or in the conduct of trading
in penny stocks; and
|
|
·
|
contains
such other information and is in such form, including language, type, size
and format, as the SEC shall require by rule or
regulation.
|
3
The
broker-dealer also must provide the customer, prior to effecting any transaction
in a penny stock, with: (a) bid and offer quotations for the penny stock; (b)
the amount of compensation of the broker-dealer and its salesperson in the
transaction; (c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and (d) monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the penny stock
rules require that, prior to a transaction in a penny stock not otherwise exempt
from those rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a suitably written statement. These disclosure
requirements may have the effect of reducing the trading activity in the
secondary market for our stock.
Our
common stock is not listed on a national exchange, and has had no trading
activity since our initial public offering. If a public market develops in the
future, it may be limited and highly volatile, which may generally affect any
future price of our common stock.
Our
common stock currently is listed only in the over-the-counter market on the
OTCBB, which is a reporting service and not a securities exchange. We
cannot assure investors that in the future our common stock would ever qualify
for inclusion on any of the NASDAQ markets for our common stock, The American
Stock Exchange or any other national exchange or that more than a limited market
will ever develop for our common stock. The lack of an orderly market
for our common stock may negatively impact the volume of trading and market
price for our common stock.
Trading
activity in our common stock currently does not exist, and may never exist.
Therefore, the current ability of an investor to resell shares of our common
stock is limited. If and when our shares begin to trade, trading
activity in our common stock may be sporadic, illiquid and highly
volatile. Even if a market for our common stock does develop,
investors may not be able to resell their common stock at or above the purchase
price for which such investors purchased such shares.
There can
be no assurance as to when, if ever, our common stock will trade in the future,
and what the market price at any given time may be. The eventual market price
may be below the purchase price for which an investor purchased his shares. Any
future prices for our common stock will be determined in the marketplace and may
be influenced by many factors, including the following:
|
·
|
the
depth and liquidity of the markets for our common
stock;
|
|
·
|
investor
perception of Oreon and the industry in which we
participate;
|
|
·
|
general
economic and market conditions;
|
|
·
|
statements
or changes in opinions, ratings or earnings estimates made by brokerage
firms or industry analysts relating to the market in which we do business
or relating to us specifically, as has occurred in the
past;
|
|
·
|
quarterly
variations in our results of
operations;
|
|
·
|
general
market conditions or market conditions specific to technology industries;
and
|
|
·
|
domestic
and international macroeconomic
factors.
|
In
addition, the stock market has recently experienced extreme price and volume
fluctuations. These fluctuations are often unrelated to the operating
performance of the specific companies. As a result of the factors
identified above, a stockholder (due to personal circumstances) may be required
to sell his shares of our common stock at a time when our stock price is
depressed due to random fluctuations, possibly based on factors beyond our
control.
ITEM
1B. UNRESOLVED STAFF
COMMENTS.
Not
applicable.
ITEM
2. PROPERTIES.
We
currently do not own any physical property or own any real
property.
4
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers
Effective
January 4, 2010, Dzvenyslava Protskiv resigned from her positions as President,
Treasurer, and the sole member of the Board of Directors of Oreon. To
the knowledge of the executive officers of Oreon, Ms. Protskiv’s
resignation was not due to any disagreement with Oreon on any matter relating to
the operations, policies or practices of Oreon. Shareholders
owning at least a majority of the issued and outstanding shares of Common Stock
of Oreon, acting by written consent, accepted Ms. Protskiv’s resignation
and elected Alvaro Vollmers to serve as her replacement as the sole director of
Oreon, effective on January 4, 2010. The only shareholder signing the
consent was Ms. Protskiv, who owns 2,000,000 of the 2,510,000 shares of common
stock outstanding on the date of the written consent, which represented
approximately 80% of those shares on that date. Mr. Vollmers
subsequently appointed himself to serve as the President, Treasurer, and
Secretary of Oreon, and removed any other officers of Oreon, effective as
of January 4, 2010.
Amendments
to Articles of Incorporation or Bylaws.
As
authorized by Article X.02 of the Bylaws of the Oreon, the sole director amended
Article III of the Bylaws in a written consent executed by the sole
director in lieu of a special meeting.
The
amended Article III provides that any corporate action required under the
Articles of Incorporation, the Bylaws, or the laws of its state of
formation to be voted on or approved at a duly called meeting of the Directors
or shareholders may be accomplished without a meeting if a written
memorandum of the respective Directors or shareholders, setting forth the action
so taken, is signed by a majority of the Directors or the shareholders
holding not less than the minimum number of votes that would be necessary
to authorize or take such action, as the case may be. The amendment was made
effective as of January 4,
2010.
Previously,
Article III required that any corporate action required under the Articles of
Incorporation, the Bylaws, or the laws of its state of formation to be
voted on or approved at a duly called meeting of the Directors or shareholders
could be accomplished without a meeting if a written memorandum of the
respective Directors or shareholders, setting forth the action so taken,
was signed by all of the Directors or shareholders, as the case may
be.
For
additional information regarding the foregoing change in officers and directors
and the amendment to Oreon’s bylaws, please see the Current Report on Form 8-K/A
filed by the Company on January 7, 2010.
ITEM
5. MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
Market
Information.
Shares of
our common stock are currently listed on the Over-The-Counter Bulletin Board
("OTCBB") under the symbol "OREO." However, as of February 14, there
has been no trading activity in our common stock since the termination of our
initial public stock offering in January 2009. Accordingly no historical price
information is available.
The
transfer agent and registrar for our common stock is Signature Stock Transfer,
Inc., PMB 317, 2220 Coit Road, Suite #480, Plano, Texas 75075.
5
Holders
Of Our Common Stock
As of
January 8, 2010, there are 2,510,000 shares of our common stock issued and
outstanding that are held of record by thirty-one (31) registered
stockholders.
Dividends
We have
not declared any dividends on our common stock since our inception on October
16, 2008. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or Bylaws. Our
governing statute, Chapter 78 of the Nevada Revised Statutes (the “NRS”), does
provide limitations on our ability to declare dividends. Section 78.288 of
Chapter 78 of the NRS prohibits us from declaring dividends where, after giving
effect to the distribution of the dividend:
(a)
|
we
would not be able to pay our debts as they become due in the usual course
of business; or
|
(b)
|
our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed, if we were to be dissolved at the time of
distribution, to satisfy the preferential rights upon dissolution of
stockholders who may have preferential rights and whose preferential
rights are superior to those receiving the distribution (except as
otherwise specifically allowed by our Articles of
Incorporation).
|
Securities
Authorized for Issuance under Equity Compensation Plans.
None.
Recent
Sales Of Unregistered Securities
None.
Use of Proceeds.
On
January 2, 2009, we completed our initial public offering and raised $25,500 in
proceeds from sales of our initial offering of common stock. As
of the date of this Annual Report, we have used all the proceeds to pay for
consulting services, general and administrative services, rent and legal and
accounting fees. No cash proceeds from our public offering of common stock
remain.
ITEM
6. SELECTED
FINANCIAL DATA.
As a
smaller reporting company, the Company is not required to provide the
information in this item.
6
ITEM
7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The
Company’s discussion and analysis of its financial condition and results of
operations are based upon the Company’s financial statements as set forth
herein.
Critical
Accounting Policies
We have
identified certain accounting policies, described below, that are most important
to the portrayal of our current financial condition and results of operations.
Our significant accounting policies are disclosed in the notes to the audited
financial statements included in this Annual Report.
Plan
Of Operation
We are a
start-up corporation and have not yet generated or realized any revenues from
our business operations.
Our
auditors have issued a going concern opinion, which means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay the cost and expenses
of running our company. The auditors are raising this concern in part
because we have not generated any revenues and no revenues are anticipated until
we begin our operations. Once we begin operations our expenses and
our need for outside capital will increase significantly. We have
used all of the $25,500 we raised in our public offering of common
stock.
Oreon
completed marketing research on June 1, 2009, which showed unfavorable economic
conditions for our business in Ternopil, Ukraine. The prior management
found that most rental businesses in Ukraine are suffering losses and the
prior management decided not to proceed with the original plan of operations.
Current management will be considering other business options and proposals that
would be more valuable for our company and our investors. We need to
raise additional capital to pursue other business options.
Limited
Operating History; Need For Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance. We are in development stage operations and have not yet
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns.
We are
seeking equity financing in order to obtain the capital required to continue
operating our business. We have no assurance that future financing
will be available to us on acceptable terms. If a substantial amount
of financing is not available to us on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to our existing shareholders.
Results
Of Operations And Comparison Of The Year Ended October 31, 2009 To The Period
Ended October 31, 2008
Summary
of Year End Results
|
||||||||||||
Year
Ended
October 31, 2009
|
Period
Ended
October 31, 2008
|
Percentage
Increase/Decrease
|
||||||||||
Revenue
|
$ | - | $ | - | - | |||||||
Expenses
|
$ | (32,763 | ) | $ | (1,121 | ) | 2,823 | % | ||||
Net
Loss
|
$ | (32,763 | ) | $ | (1,121 | ) | 2,823 | % |
Revenue
We have
not earned any revenues to date.
7
Expenses
Our
operating expenses for the year ended October 31, 2009 and the period ended
October 31, 2008 are outlined in the table below:
Year
Ended
October 31,
2009
|
Period
Ended
October 31 ,
2008
|
Percentage
Increase/Decrease
|
||||||||||
Consulting
services
|
$ | 8,000 | $ | 250 | 3,100 | % | ||||||
General
& administrative
|
14,612 | 30 | 48,607 | % | ||||||||
Rent
|
3,000 | 250 | 1,100 | % | ||||||||
Legal
and accounting
|
7,151 | 589 | 1,114 | % | ||||||||
Interest
|
- | 2 | -100 | % | ||||||||
Total
Operating Expenses
|
$ | 32,763 | $ | 1,121 | 2,823 | % |
Accounting
and legal fees during the year ended October 31, 2009 relate primarily to
expenses incurred in connection with our ongoing reporting obligations under the
Securities Exchange Act of 1934 (the "Exchange Act").
Liquidity
And Capital Resources
Working Capital
|
||||||||||||
At October
31, 2009
|
At October
31, 2008
|
Percentage
Increase/Decrease
|
||||||||||
Current
Assets
|
$ | - | $ | 100 | -100 | % | ||||||
Current
Liabilities
|
$ | (1,882 | ) | $ | (719 | ) | 162 | % | ||||
Working
Capital (Deficit)
|
$ | (1,882 | ) | $ | (619 | ) | 204 | % |
Cash Flows
|
||||||||
Year
Ended
October 31, 2009
|
Period
Ended
October 31, 2008
|
|||||||
Cash
Flows used in Operating Activities
|
$ | (24,881 | ) | $ | (619 | ) | ||
Cash
Flows from (used in) Investing Activities
|
$ | - | $ | - | ||||
Cash
Flows from (used in) Financing Activities
|
$ | 24,781 | $ | 719 | ||||
Net
Increase (Decrease) in Cash During Period
|
$ | (100 | ) | $ | 100 |
The
decrease in our working capital at October 31, 2009 from October 31, 2008, and
the increase in our cash used during the year ended October 31, 2009, from the
comparable period ended October 31, 2008 are primarily attributable to: (i) the
expenses associated with meeting our ongoing reporting obligations under the
Exchange Act; and (ii) the fact that we had no revenue and our only source of
financing came from our public stock offering. We currently have no
cash available.
Financing
Requirements
As at
October 31, 2009, we had cash in the amount of $0. We will require
additional financing to sustain our business operations. We currently
do not have any binding arrangements for any third party to provide us financing
and we may not be able to obtain financing when required. Obtaining
additional financing would be subject to a number of factors that we do not
control. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us.
From
inception on October 16, 2008 to October 31, 2009, we have used our common
stock to raise money for our corporate expenses and to repay outstanding
indebtedness. Since our inception, we have incurred aggregate losses
in the amount of $33,884 and net cash outflows from operations and are dependent
upon obtaining financing to pursue any activities. We expect to
continue to incur substantial losses until we complete the development of our
business. For these reasons, our auditors stated in their report to
our audited financial statements for the year ended October 31, 2009 that they
have substantial doubt that we will be able to continue as a going
concern. We anticipate continuing to rely on private financing
transactions in order to continue to fund our business
operations. Issuances of additional shares will result in dilution to
our existing shareholders. There is no assurance that we will achieve
any additional sales of our equity securities or arrange for debt or other
financing for to fund our planned activities.
8
OFF-BALANCE
SHEET ARRANGEMENTS
We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, revenues, expenses, results
of operations, liquidity, capital expenditures or capital resources that are
material to our stockholders.
Not
applicable.
ITEM
8 FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
Audited
financial statements as of October 31, 2009, including:
1.
|
Report
of Independent Registered Public Accounting Firm
|
2.
|
Balance
Sheets;
|
3.
|
Statements
of Operations;
|
4.
|
Statements
of Cash Flows;
|
5.
|
Statement
of Stockholders' Deficit;
|
6.
|
Notes
to Financial Statements.
|
9
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of
Oreon
Rental Corporation
(A
Development Stage Company)
Dallas,
Texas
We have
audited the accompanying balance sheet of Oreon Rental
Corporation (the “Company”) as of October 31, 2009, and the related
statements of operations, stockholders' deficit, and cash flows for the year
then ended and for the period from October 16, 2008 (Inception) to October 31,
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 audit. We did not audit the balance sheet as of October
31, 2008 or the statements of operations, stockholder’s deficit and cash flows
for the period from October 16, 2008 (Inception) to October 31, 2008, which
totals reflected a deficit of $619 accumulated during the development stage.
Those financial statements and cumulative totals were audited by other auditors
whose report dated December 8, 2008, expressed an unqualified opinion on those
statements and cumulative totals, and included an explanatory paragraph
regarding the Company’s ability to continue as a going concern. Our opinion,
insofar as it relates to amounts included for that period is based on the report
of other independent auditors, mentioned above.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Oreon Rental Corporation as of
October 31, 2009, and the results of its operations and its cash flows for the
year then ended and the period from October 16, 2008 (Inception) to October 31,
2009 in conformity with accounting principles generally accepted in the United
States of America.
As
discussed in Note 2 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ LBB & Associates Ltd.,
LLP
|
LBB
& Associates Ltd., LLP
|
Houston,
Texas
February
11, 2010
10
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Oreon
Rental Corporation
We have
audited the accompanying balance sheet of Oreon Rental Corporation (a
development stage company) as of October 31, 2008 and the related statements of
operations, changes in stockholders' deficit, and cash flows for the period from
October 16, 2008 (inception) through October 31, 2008. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Oreon Rental Corporation as of
October 31, 2008, and the results of its operations, changes in stockholders'
deficit and cash flows for the period from October 16, 2008 (inception) through
October 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficiency, which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
M&K CPAS, PLLC
Houston,
Texas
www.mkacpas.com
December
8, 2008
11
OREON
RENTAL CORPORATION
(A
Development Stage Company)
BALANCE
SHEETS
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
|
$ | - | $ | 100 | ||||
Total
current assets
|
- | 100 | ||||||
Total
assets
|
$ | - | $ | 100 | ||||
LIABILITIES
|
||||||||
Current
|
||||||||
Accounts
payable
|
$ | 1,882 | $ | - | ||||
Due
to related parties
|
- | 719 | ||||||
Total
current liabilities
|
1,882 | 719 | ||||||
STOCKHOLDERS'DEFICIT
|
||||||||
Capital
stock
|
||||||||
Authorized:
|
||||||||
75,000,000
common voting stock, $0.00001 par value Issued and
outstanding:
|
||||||||
2,510,000
and 2,000,000 common shares outstanding at October 31, 2009 and
2008, respectively
|
25 | 20 | ||||||
Additional
paid-in-capital
|
31,977 | 482 | ||||||
Deficit
accumulated during the development stage
|
(33,884 | ) | (1,121 | ) | ||||
Total
stockholders' deficit
|
(1,882 | ) | (619 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | - | $ | 100 |
The
accompanying notes form an integral part of these financial
statements.
12
OREON
RENTAL CORPORATION
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
Year ended
October 31,
2009
|
October 16,
2008 (Inception)
to October 31,
2008
|
October 16,
2008 (Inception)
to October 31,
2009
|
||||||||||
Expenses
|
||||||||||||
Consulting
services
|
$ | 8,000 | $ | 250 | $ | 8,250 | ||||||
General
& administrative
|
14,612 | 30 | 14,642 | |||||||||
Rent
|
3,000 | 250 | 3,250 | |||||||||
Legal
and accounting
|
7,151 | 589 | 7,740 | |||||||||
Loss
from operations
|
32,763 | 1,119 | 33,882 | |||||||||
Interest
|
- | 2 | 2 | |||||||||
Net
loss for the period
|
$ | 32,763 | $ | 1,121 | $ | 33,884 | ||||||
Basic
loss per share
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
Weighted
average number of common shares outstanding
|
2,422,410 | 2,000,000 |
The
accompanying notes form an integral part of these financial
statements.
13
OREON
RENTAL CORPORATION
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
Year ended
October 31,
2009
|
October 16,
2008 (Inception)
to October 31,
2008
|
October 16,
2008 (Inception)
to October 31,
2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (32,763 | ) | $ | (1,121 | ) | $ | (33,884 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||||||||||
Donated
consulting services and expenses
|
6,000 | 500 | 6,500 | |||||||||
Imputed
interest on shareholder advance
|
- | 2 | 2 | |||||||||
Changes
in operating assets and liabilities
|
||||||||||||
Accounts
payable
|
1,882 | - | 1,882 | |||||||||
Cash
used in operating activities
|
(24,881 | ) | (619 | ) | (25,500 | ) | ||||||
Financing
Activities
|
||||||||||||
(Payments
to) proceeds from related parties
|
(719 | ) | 719 | - | ||||||||
Proceeds
from the sale of common stock
|
25,500 | - | 25,500 | |||||||||
Cash
provided by financing activities
|
24,781 | 719 | 25,500 | |||||||||
Net
increase (decrease) in cash
|
(100 | ) | 100 | - | ||||||||
Cash,
beginning of the period
|
100 | - | - | |||||||||
Cash,
end of the period
|
$ | - | $ | 100 | $ | - | ||||||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||||||
Cash
paid for interest
|
$ | — | $ | — | $ | — | ||||||
Cash
paid for income taxes
|
$ | — | $ | — | $ | — |
The
accompanying notes form an integral part of these financial
statements.
14
OREON
RENTAL CORPORATION
(A
Development Stage Company)
STATEMENTS
OF STOCKHOLDERS' DEFICIT
For the
Period October 16, 2008 (Date of Inception) to October 31, 2009
Common Stock
|
||||||||||||||||||||
Number
|
Amount
|
Additional
Paid-in
Capital
|
Deficit
Accumulated
during
exploration
stage
|
Total
|
||||||||||||||||
Capital
stock issued to founders:
|
2,000,000 | $ | 20 | $ | (20 | ) | $ | - | $ | - | ||||||||||
Contributed
rent and consulting services
|
- | - | 500 | - | 500 | |||||||||||||||
Imputed
interest
|
- | - | 2 | - | 2 | |||||||||||||||
Net
loss
|
- | - | - | (1,121 | ) | (1,121 | ) | |||||||||||||
Balance,
as at October 31, 2008
|
2,000,000 | 20 | 482 | (1,121 | ) | (619 | ) | |||||||||||||
Capital
stock issued for cash:
|
510,000 | 5 | 25,495 | - | 25,500 | |||||||||||||||
Contributed
rent and consulting services
|
- | - | 6,000 | - | 6,000 | |||||||||||||||
Net
loss
|
- | - | - | (32,763 | ) | (32,763 | ) | |||||||||||||
Balance,
as at October 31, 2009
|
2,510,000 | $ | 25 | $ | 31,977 | $ | (33,884 | ) | $ | (1,882 | ) |
The
accompanying notes form an integral part of these financial
statements.
15
OREON
RENTAL CORPORATION
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
October
31, 2009
Note
1 Summary of Significant
Accounting Policies
Oreon
Rental Corporation was incorporated on October 16, 2008, under the laws of the
State of Nevada, as a development stage company with the intended purpose of
operating as a renter of electronics.
BASIS OF
PRESENTATION
The
accompanying financial statements of Oreon Rental Corporation have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
result of operations for the periods presented have been reflected
herein.
The
Company has evaluated subsequent events for recognition or disclosure through
the date these financial statements were available for issuance, February 11,
2010.
USE OF
ESTIMATES
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH AND
CASH EQUIVALENTS
Cash
consists of cash on deposit with high quality major financial institutions, and
to date the Company has not experienced losses on any of its
balances. For purposes of the balance sheet and statement of cash
flows, the Company considers all highly liquid instruments with original
maturities of three months or less at the time of issuance to be cash
equivalents. At October 31, 2009, the Company had no cash
equivalents.
DEVELOPMENT
STAGE COMPANY
The
Company complies with FASB Accounting Standards Codification (“ASC”) 915 for its
characterization of the Company as development stage.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
Financial
instruments, including cash, receivables, accounts payable, and notes payable
are carried at amounts which reasonably approximate their fair value due to the
short-term nature of these amounts or due to variable rates of interest which
are consistent with market rates. No adjustments have been made in the current
period.
INCOME
TAXES
The
Company accounts for income taxes under the ASC 740. Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There was no current or deferred income tax expense
or benefits for the periods ending October 31, 2009 and 2008.
16
OREON
RENTAL CORPORATION
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
October
31, 2009
BASIC AND
DILUTED NET LOSS PER COMMON SHARE
Basic and
diluted net loss per share calculations are calculated on the basis of the
weighted average number of common shares outstanding during the year. The per
share amounts include the dilutive effect of common stock equivalents in years
with net income. Basic and diluted loss per share is the same due to the anti
dilutive nature of potential common stock equivalents.
RECENT
ACCOUNTING PRONOUNCEMENTS
Oreon
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on its results of operations, financial position or
cash flow.
Note
2 Going
concern
These
financial statements have been prepared on a going concern basis, which implies
Oreon Rental Corporation will continue to meet its obligations and continue its
operations for the next fiscal year. Realization value may be substantially
different from carrying values as shown and these financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
Oreon Rental Corporation be unable to continue as a going concern. As of October
31, 2009 Oreon Rental Corporation has not generated revenues and has accumulated
losses of $33,884 since inception. The continuation of Oreon Rental Corporation
as a going concern is dependent upon the continued financial support from its
shareholders, the ability of Oreon Rental Corporation to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
These factors raise substantial doubt regarding the Oreon Rental Corporation’
ability to continue as a going concern.
Note
3 Related Party
Transactions
During
the twelve months ended October 31, 2009 the Company recognized a total of
$6,000 of expense for rent at $250 per month and at $250 per month for
consulting services provided by the President and Director of the Company. These
transactions are recorded as a contribution to additional paid in
capital.
On
October 15, 2009, $10,142 was paid in cash to the former director, including
$719 owed for incorporation costs and $9,423 for compensation.
Note
4 Common
Stock
Oreon
issued 2,000,000 shares of common stock (founder’s shares) on October 16, 2008
to the President and Director of the Company.
On
January 2, 2009, Oreon Rental Corporation issued 510,000 common shares at $0.05
per share, for proceeds of $25,500.
Note
5 Income
taxes
The
Company has tax losses which may be applied against future taxable income. The
potential tax benefits arising from these loss carryforwards expire beginning in
2028 and are offset by a valuation allowance due to the uncertainty of
profitable operations in the future. The net operating loss carryforward was
$33,884 at October 31, 2009. The change in the valuation allowance in each of
the periods ending October 31, 2009 and 2008 were $10,618 and $382,
respectively. The significant components of the deferred tax asset as of October
31, 2009 and 2008 are as follows:
2009
|
2008
|
|||||||
Net
operating loss carryforwards
|
$ | 11,000 | $ | 382 | ||||
Valuation
allowance
|
(11,000 | ) | (382 | ) | ||||
Net
deferred tax asset
|
$ | - | $ | - |
Note
6 Change of
control
Effective
January 4, 2010, Dzvenyslava Protskiv resigned from her positions as
President, Treasurer, and the sole member of the Board of Directors of Oreon
Rental Corporation, a Nevada corporation (“Oreon”). To the knowledge of the
executive officers of Oreon, Ms. Protskiv’s resignation was not due to any
disagreement with Oreon on any matter relating to the operations, policies or
practices of Oreon.
The
shareholders owning at least a majority of the issued and outstanding shares of
Common Stock of Oreon accepted Ms. Protskiv’s resignation and elected Alvaro
Vollmers to serve as her replacement as the sole director of Oreon, effective on
January 4, 2010. Mr. Vollmers subsequently appointed himself to serve as the
President, Treasurer, and Secretary of Oreon, and removed any other officers of
Oreon, effective as of January 4, 2010.
17
ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
Information regarding a change in
accountants has been reported on the Company’s Current Report on Form 8-K
dated January 26, 2010.
ITEM
9A(T). CONTROLS AND PROCEDURES.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Under the
supervision of and with the participation of the executive officer of the
Company, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this Annual Report. Based on that evaluation, the sole
executive officer of the Company has concluded that, as of the end of the period
covered in this Annual Report, these disclosure controls and
procedures were not effective.
This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.
There
were no changes in our internal control over financial reporting during the year
ended October 31, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Limitations
on the Effectiveness of Controls
Our
management, including our President and Treasurer, does not expect that our
disclosure controls or our internal control over financial reporting will
prevent or detect all errors and all fraud. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system's objectives will be met. The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the company have been
detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Projections
of any evaluation of controls effectiveness to future periods are subject to
risks. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or
procedures.
ITEM
9B. OTHER
INFORMATION.
None.
18
ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our
executive officers, directors and their ages and titles as of October 31, 2009,
are as follows:
Name
|
Age
|
Position
|
||
Dzvenyslava
Protskiv
|
49
|
Director,
President, Principal Executive Officer, Treasurer, Principal
Financial Officer, Principal Accounting Officer and the sole member of the
Board of Directors.
|
||
Alvaro
Vollmers
|
36
|
Director,
President, Secretary and Treasurer(1)
|
(1) Elected
to replace Ms. Protskiv on January 4, 2010.
Set forth
below is a brief description of the background and business experience of our
executive officers and directors:
Dzvenyslava
Protskiv - President, Chief Executive Officer, Secretary, Treasurer, Chief
Financial Officer, Principal Accounting Officer and our sole
director.
Beginning
on October 16, 2008, Ms. Protskiv served as our President, Chief Executive
Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting
Officer and sole member of our Board of Directors. Since March 1994 Ms. Protskiv
has been working as a doctor at Ternopil Hospital #2, Ukraine. Ms. Protskiv
devotes approximately 20 hours per week to our operations. Ms. Protskiv is not
an officer or director of any other reporting company.
Effective
as of January 4, 2010, Dzvenyslava Protskiv resigned from her positions as
President, Principal Executive Officer, Treasurer, Principal Financial
Officer, Principal Accounting Officer and the sole member of the Board of
Directors. The shareholders owning at least a majority of the issued and
outstanding shares of Common Stock of Oreon accepted Ms. Protskiv’s
resignation and elected Alvaro Vollmers to serve as her replacement as the sole
director of Oreon. Mr. Vollmers was subsequently appointed President,
Treasurer and Secretary of Oreon.
Alvaro
Vollmers – President, Secretary, Treasurer and sole Director.
Mr.
Vollmers was appointed President, Treasurer and Secretary of Oreon as of January
4, 2010. Since April 2009, Mr.Vollmers has also served as President and CEO of
Bald Eagle Energy, Inc. , a Nevada corporation (“Bald Eagle”), which is
currently traded in the pink sheets. Mr. Vollmers has served as the CFO of
Bald Eagle since March 2008. Mr. Vollmers has served as a member of the
Board of Directors of Bald Eagle since April 1, 2008. Mr. Vollmers holds a
Master of Business Administration degree from the London Business School.
From August 2004 to July 2006, Mr. Vollmers worked as a project
management consultant, project manager and project management supervisor at
the Ministry of Economy and Finance for the Republic of Peru. His tasks
included the supervision of two project managers who were in charge of the
financial and operation management of various multi-sector technical
assistance projects. These projects were partially financed by the World
Bank, the Inter-American Development Bank and the Japan Social Development
Fund. From July 2006 to July 2007, Mr. Vollmers served as manager in charge
of marine and aviation insurance at Pacifico Seguros. Since July 2007, Mr.
Vollmers has acted as an independent consultant for various
businesses.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our stockholders or until removed from office in accordance
with our Bylaws. Our officers are appointed by our board of directors
and hold office until their replacement at the annual meeting of directors or,
if earlier, when they resign, retire or are removed by the board.
Significant
Employees
We had no
significant employees as of the date of this Annual Report. Ms. Protskiv acted
solely in the capacity of a consultant to the Company, and once we begin to
generate sufficient revenues, we will seek a full-time employee to serve as our
principal executive officer. We conduct our business largely through
the utilization of consultants.
19
Committees
of the Board of Directors
We do not
presently have a separately constituted audit committee, compensation committee,
nominating committee, executive committee or any other committees of our Board
of Directors. As such, our sole director acts in those
capacities.
Ms.
Protskiv was the only director of the Company in the last fiscal year, and she
does not qualify as an "audit committee financial expert." We believe that the
cost related to retaining such a financial expert at this time is prohibitive,
given our current operating and financial condition. Further, because we are in
the exploration stage of our business operations, we believe the services of an
audit committee financial expert are not warranted at this time.
CODE
OF ETHICS
As a
newly-formed corporation and start-up company, we have not yet adopted a code of
ethics as defined by applicable rules of the SEC. Our Company has
only one director and executive officer, and no employees. The Company
anticipates that it will adopt a Code of Ethics when appropriate for the Company
as it hires additional employees, obtains additional officers and directors, and
begins operations.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than 10% of our equity securities
(collectively, the "Reporting Persons"), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulation to furnish us with copies of all forms they file pursuant to Section
16(a). Based on our review of the copies of such forms received by us, we do not
believe that during the year ended October 31, 2009, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them. It appears from our review that Ms. Protskiv has
never filed a Form 3 or a Schedule 13Dreflecting her position as the sole
officer and director and greater than 10% holder of common stock, which should
have been filed on December 22, 2008, when our original Registration Statement
on Form S-1 was declared effective.
ITEM
11. EXECUTIVE
COMPENSATION.
Summary
Compensation Table
Dzvenyslava
Protskiv did not receive any salary, bonus, stock awards, option awards, or
other compensation from the Company for the fiscal year ended October 31, 2009,
other than $10,142 paid for services in cash on October 15, 2009, including $719
owed to Ms. Protskiv for expenses incurred in relation to incorporation
costs.
Outstanding
Equity Awards at Fiscal Year End
As at
October 31, 2009, we did not have any outstanding equity awards.
Director
Compensation
Ms.
Protskiv received no additional compensation for serving as a director of the
Company.
Employment
Contracts
We have
no written employment contracts, termination of employment or change-in-control
arrangements with any of our executive officers or directors as of the fiscal
year ended October 31, 2009.
ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
EQUITY
COMPENSATION PLANS
We have
no equity compensation plans with any of our executive officers or directors as
of the fiscal year ended October 31, 2009.
20
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of February 14, 2010 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities; (ii) each of our directors; (iii) each of
our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholder listed possesses
sole voting and investment power with respect to the shares shown.
Title of Class
|
Name
and Address of
Beneficial Owner
|
Amount
and Nature of
Beneficial Ownership
|
Percentage
of
Common Stock(1)
|
|||||
DIRECTORS
AND EXECUTIVE OFFICERS
|
||||||||
Common
Stock
|
Alvaro
Vollmers
Sole Director and Officer
|
0
Shares
|
0 | % | ||||
5%
STOCKHOLDERS
|
||||||||
Common
Stock
|
Dzvenyslava
Protskiv
|
2,000,000
Shares
|
80 | % |
Notes:
(1)
|
Based
on 2,510,000 shares of our common stock issued and outstanding as of
February 12, 2010. Under Rule 13d-3, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the person's actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on February 12,
2010.
|
CHANGE
IN CONTROL
ITEM
13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except as
described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than noted in this section:
|
·
|
any
of our directors or officers;
|
|
·
|
any
person proposed as a nominee for election as a
director;
|
|
·
|
any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our outstanding shares of common
stock;
|
|
·
|
any
of our promoters; and
|
|
·
|
any
relative or spouse of any of the foregoing persons who has the same house
as such person.
|
21
As noted
in Note 3 to the Financial Statements, any rent paid by or consulting services
provided by Ms. Protskiv on behalf of the Company were recorded by the Company
and treated as a contribution to paid-in capital.
Director
Independence
Quotations
for our common stock are entered on the OTCBB inter-dealer quotation system,
which does not have director independence requirements. For purposes of
determining director independence, we have applied the definitions set out in
NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is
not considered to be independent if he or she is also an executive officer or
employee of the corporation. During the fiscal year ended October 31,
2009, Ms. Protskiv acted as our director and as our executive
officer. As such, we do not have any independent directors.
ITEM
14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.
The
aggregate fees billed for the most recently completed fiscal year ended October
31, 2009 and the period ended October 31, 2008, for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included our Quarterly Reports
on Form 10-Q and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:
Year Ended October 31,
2009
|
Period Ended
October 31, 2008
|
||||
Audit
Fees
|
$ | 2,800 |
$Nil
|
||
Audit
Related Fees
|
$Nil
|
$Nil
|
|||
Tax
Fees
|
$Nil
|
$Nil
|
|||
All
Other Fees
|
$Nil
|
$Nil
|
|||
Total
|
$ | 2,800 |
$Nil
|
ITEM
15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
Exhibit Number
|
Description of Exhibits
|
|
3.1(a)
|
Articles
of Incorporation.(1)
|
|
3.1(b)
|
Amendment 1 to Articles of
Incorporation
|
|
3.2
|
Bylaws, as amended.
|
|
31.1
|
Certification of Chief Executive Officer and Chief
Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer and Chief
Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
|
(1)
|
Incorporated
by reference to the exhibits to our Registration Statement on Form S-1
filed by Registrant on December 12,
2008
|
22
Pursuant
to the requirements of the Securities Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OREON
RENTAL CORPORATION
|
||
Date:
|
By:
|
/s/ Alvaro Vollmers
|
ALVARO
VOLLMERS
|
||
President
|
Pursuant
to the requirements of the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
OREON
RENTAL CORPORATION
|
||
Date:
|
By:
|
/s/ Alvaro Vollmers
|
ALVARO
VOLLMERS
|
||
President,
Secretary, Treasurer and Sole Director
|
||
(Principal
Executive Officer, Principal
Financial
Officer and Principal Accounting
Officer.)
|
23