Attached files
file | filename |
---|---|
EX-31.1 - EXHIBIT 31.1 - T5 Corp. | gallery10k113009x31_2252010.htm |
EX-32.1 - EXHIBIT 32.1 - T5 Corp. | gallery10k113009x32_2252010.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended November 30,
2009
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Commission
File No. 000-53101
GALLERY MANAGEMENT HOLDING
CORP.
(Exact
Name of Small Business Issuer as specified in its charter)
Colorado
|
26-0811822
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
9093
E. Nassau Ave.
|
|
Denver, Colorado
|
80237
|
(Address
of principal executive offices)
|
(zip
code)
|
(303)868-9494
(Registrant's
telephone number, including area code)
Securities
Registered Pursuant to Section 12(b) of the Act: None
Securities
Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.0.001 per
share par value
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes [] No [X].
Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.
Yes
[] No [X].
Indicate
by check mark whether the registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes: [X] No: [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of
this chapter) during the preceding 12 months(or such shorter period that the
registrant was required to submit and post such files. Yes [] No [
]
Check 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 statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
Large
accelerated filer []
|
Accelerated
filer []
|
Non-accelerated
filer [] (Do not check if a smaller reporting
company)
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):
Yes
[] No [X].
The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date, February 12, 2010, was 22,210,200.
FORM
10-K
Gallery
Management Holding Corp.
INDEX
PART
I
|
Page
|
Item
1. Business
|
|
Item
1A. Risk Factors
|
|
Item
2. Property
|
11
|
Item
3. Legal Proceedings
|
11
|
Item
4. Submission of Matters to a Vote of Security Holders
|
12
|
PART
II
|
|
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
12
|
Item
6. Selected Financial Data
|
13
|
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
14
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
16
|
Item
8. Financial Statements and Supplementary Data
|
16
|
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
|
26
|
Item
9A(T). Controls and Procedures
|
26
|
Item
9B. Other Information
|
27
|
|
|
PART
III
|
|
Item
10. Directors, Executive Officers and Corporate Governance
|
27
|
Item
11. Executive Compensation
|
28
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
29
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
29
|
Item
14. Principal Accountant Fees and Services
|
29
|
Item
15. Exhibits Financial Statement Schedules
|
30
|
Financial
Statements pages
|
16
- 23
|
Signatures
|
31
|
-
2 -
For
purposes of this prospectus, unless otherwise indicated or the context otherwise
requires, all references herein to “Gallery Management,” “we,” “us,” and “our,”
refer to Gallery Management Holding Corp., a Colorado corporation, and our
wholly-owned subsidiary, Gallery Management, Inc.
Forward-Looking
Statements
The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.
PART
I
Item
1. DESCRIPTION OF BUSINESS.
Narrative
Description of the Business
Gallery
Management Holding Corp. organized as a corporation under the laws of the State
of Colorado on August 15, 2007.
We have
two lines of business. We provide consulting services in the management of art
galleries in the Denver, Colorado metropolitan area. We also plan to
market fine art, antiques and collectibles on a retail consignment basis, on the
internet through our subsidiary, Gallery Management, Inc. Our primary
outlet is anticipated to be ebay where we believe that we will
receive maximum marketing exposure with minimal expense. Our subsidiary
plans to acquire fine art, antiques and collectibles to be marketed on the
internet solely on a consignment basis. We do not plan to carry an
inventory. We have no definitive plans to be involved in any other activities at
the present time other than our present proposed business.
Our headquarters are located at
9093 E. Nassau Ave., Denver, Colorado 80237. Our phone number at our headquarters is
(303) 868-9494. Our fiscal year end is November
30.
Our plan
for the twelve months beginning January 1, 2010 is to make a profit by December
31, 2010. Our company has a limited history of operations with respect
to our consulting business and has no history operating an Internet
gallery.
We are a
development stage company. We act as both a management consultant to art
galleries and plan to develop an Internet gallery. We earn income by selling our
products.
-
3 -
If we are
not successful in our operations we will be faced with several
options:
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2010. If we can become
profitable, we could operate at our present level indefinitely. To date, we have
never had any discussions with any possible acquisition candidate nor have we
any intention of doing so.
We
plan to operate out of one office in Colorado. We have no specific plans at this
point for additional offices.
Proposed
Milestones to Implement Business Operations
At the
present time, we operate from one location in Denver, Colorado. Our plan is to
make our operation profitable by December 31, 2010. We estimate that we must
generate approximately $35,000 in revenues per year to be
profitable.
We
believe that we can be profitable or at break even by the end of our next fiscal
year, assuming sufficient revenues. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $35,000 in
revenue per year. However, if our forecasts are inaccurate, we may need to raise
additional funds. Our resources consist of our available cash. In
addition, Ms. Nelson agreed to loan such additional funds as may be necessary
through December 31, 2010 for working capital purposes. On the other hand, we
may choose to scale back our operations to operate at break-even with a smaller
level of business activity, while adjusting our overhead to meet the revenue
from current operations. In addition, we expect that we will need to raise
additional funds if we decide to pursue more rapid expansion, the development of
new or enhanced services and products, appropriate responses to competitive
pressures, or the acquisition of complementary businesses or technologies, or if
we must respond to unanticipated events that require us to make additional
investments. We cannot assure that additional financing will be available when
needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $35,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
In
the next 12 months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
Markets
We plan
to market through direct contact with prospective customers. We have no sales
representative who solicit potential clients. However, Ms. Nelson plans to use
her contacts to generate the initial customers and will attempt to develop
repeat business from gallery events.
Raw
Materials
The use
of raw materials is not a material factor in our operations at the present time.
The use of raw materials may become a material factor in the future as we
develop operations.
-
4 -
Customers
and Competition
We
currently provide management consulting with regard to art galleries. The
barriers to entry are not significant. More importantly, we face strong
competitors in all areas of this business. All aspects of our business are
highly competitive. All of our competitors are larger than us and have greater
financial resources than we do. All of our competitors have substantially
greater experience in management consulting with regard to every area in which
we plan to provide service.
With
respect to our consulting business, we consider our principal competitors to be
other individuals and organizations which provide similar services. However, no
single individual or company currently dominates this business. Competition with
these individuals and companies could make it difficult, if not impossible for
us to compete, which could adversely affect our results of operations.
Competition from larger and more established companies is a significant threat
and is expected to remain so for us. Any competition may cause us to fail to
gain or to lose clients, which could result in reduced or non-existent revenue.
Competitive pressures may impact our revenues and our growth.
Our
initial marketing plan is to focus completely on developing a client base. We
believe that the primary reason that clients would buy from us rather than
competitors would be the existing relationships that exist. We believe that
client loyalty and satisfaction can be the basis for success in this business.
Therefore, we plan to develop and expand on already existing relationships to
develop a competitive edge.
Generally,
the consulting business is very dynamic and subject to sudden change. There
appear to be three main classes of competition, the largest of which consists of
individual proprietors and smaller consulting firms such as us. The first class
consists of in-house consultants, who are usually employed by larger companies
that can afford the fixed cost of a salaried or hourly employee. The second
class consists of individual proprietors & smaller consulting firms. We
believe that this is our largest potential competitor group. The third class
consists of larger consulting firms that specialize in providing consulting
business services to larger companies that choose to outsource.
We plan
to market fine art, antiques and collectibles on a retail consignment basis, on
the internet through our subsidiary, Gallery Management, Inc. The gallery
industry is highly fragmented and competitive. In addition to other retailers,
we will compete with mid-to-upscale department stores, gift stores, TV shopping,
and collectors clubs . We may even, in certain cases, compete with the owners of
the art products who sell products through their own stores and other marketing
channels. All of our competitors are larger and have substantially greater
financial, marketing and other resources than us. In addition,
although the primary points of competition are service and availability of
desired merchandise, there can be no assurance that pricing competition will not
develop. Other retailing companies with significantly greater capital and other
resources than us may enter or expand their operations in the gallery industry,
which could change the competitive dynamics of the industry. Because
retailers generally do not own the proprietary rights to the products that they
sell, the barriers to entry to these industries are not
significant. Therefore, there can be no assurance that additional
participants will not enter the market or that we could compete effectively with
such entrants. Further, although our management has begun preliminary
activities, we have commenced limited operations. We are new, have a limited
operating history and, therefore, will have difficulty competing with
established companies. There are numerous competitors which are larger, better
established, better financed and better known than we are now or can expect to
be in the foreseeable future. Even if the maximum number of shares is sold, we
will be at a competitive disadvantage to firms that are already established. We
cannot expect to be a significant participant in the market for collectibles
within the foreseeable future.
The
primary difference between our proposed ebay site and other online sites is that
the fine artworks, antiques and collectibles we will offer will be sold,
primarily, at auction to the highest bidder. Further, unlike many
other competitors, we will guarantee the authenticity of each item and furnish
the purchaser with a written appraisal of the value of the piece at the time of
purchase. The customer we target is the dedicated, discriminate collector of
fine art, antiques and collectibles who values our ability to guarantee the
authenticity of our products. Accordingly, we plan to compete on the basis
of our reputation among customers as a quality provider of products that are
"100% money-back guaranteed, curated and appraised" and, to a lesser extent, on
the basis of price.
-
5 -
In addition to online
dealers, we expect to compete with a variety of traditional, store-based
retailers located both inside and outside the United States. These retailers
enable customers to see and feel products in a manner that is not possible over
the Internet. Many of these competitors have longer operating histories, larger
customer or user bases, greater brand recognition and significantly greater
financial, marketing and other resources than we do. These companies include
artists, art galleries, art and/or antique brokers and dealers, antique stores,
auction houses and liquidation companies. Many of these companies can devote
substantially more resources to web site and systems development than we can. In
addition, larger, more well-established and financed entities may acquire,
invest in or form joint ventures with online competitors as the use of the
Internet and other online services increases. We hope to minimize our
weaknesses, including, among others, our limitations with respect to personnel,
technological, financial and other resources, through our focus on the Internet;
which eliminates the need for a sizeable retail facility and marketing
staff.
However,
we cannot guarantee that we will be able to successfully compete in any of our
lines of business.
Backlog
At
November 30, 2009, we had no backlogs.
Employees
We have
one full-time employee, our President. As we expand, we intend to hire
additional employees. However, we have no present plans to do so. We typically
hire part-time help as needed from time to time for specific
events.
While our
Ms. Nelson has had extensive gallery experience, we must eventually recruit
additional personnel. We will strive to maintain quality and consistency through
the careful training and supervision of personnel and the establishment of, and
adherence to, high standards relating to personnel performance, customer
service, and maintenance of our facilities. We believe that we will be able to
attract high quality, experienced personnel by paying competitive wages and
salaries.
Proprietary
Information
We
own no proprietary information.
Government
Regulation
We are
not subject to any material government or industry regulation.
Research
and Development
We have
never spent any amount in research and development activities.
Environmental
Compliance
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
How to Obtain our SEC
Filings
We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
Our
investor relations department can be contacted at our principal executive
office, 9093 E. Nassau Ave., Denver, Colorado 80237. Our phone number at our
headquarters is (303) 868-9494.
-
6 -
Item
1A. RISK FACTORS
You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case , the
trading price of our common stock could decline and you might lose all or part
of your investment.
Risks
Related to Our Business and Industry
We
have no substantial operating history, and have never been
profitable. As a result, we may never become profitable, and, as a
result, we could go out of business.
We were
organized as a corporation on August 15, 2007. We have no substantial
operating history. Our sales depend upon the number of customers we
can generate. From our inception on August 15, 2007 through November
30, 2009, we generated $14,037 in revenue. We had a net loss of $102,960 for
this period. We cannot guarantee we will ever develop a substantial number of
customers. Even if we develop a substantial number of customers, there is no
assurance that we will become a profitable company. We may never become
profitable, and, as a result, we could go out of
business.
Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.
For the
period ended November 30, 2009, our accountants have expressed doubt about our
ability to continue as a going concern as a result of our continued net losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:
·
|
our ability to generate substantial operations;
|
·
|
our ability to locate clients who will purchase our gallery services;
and
|
·
|
our ability to generate substantial
revenues.
|
Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but not generating sufficient
revenues. We expect approximately $35,000 in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.
Our limited operating history makes
it difficult for us to evaluate our future business prospects and make decisions
based on those estimates of our future performance.
We have a
limited operating history, based no revenues and a lack of profitability. These
factors make it difficult to evaluate our business on the basis of historical
operations. 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 limited operating history. Reliance on historical results may
hinder our ability to anticipate and timely adapt to increases or decreases in
sales, revenues or expenses. For example, if we overestimate our future sales
for a particular period or periods based on our historical growth rate, we may
increase our overhead and other operating expenses to a greater degree than we
would have if we correctly anticipated the lower sales level for that period and
reduced our controllable expenses accordingly. If we make poor budgetary
decisions as a result of unreliable historical data, we could continue to incur
losses, which may result in a decline in our stock price.
-
7 -
We
have a lack of liquidity and will need additional financing in the future.
Additional financing may not be available when needed, which could delay,
indefinitely postpone, or prevent our successful development.
We are
only minimally capitalized. Because we are only minimally capitalized, we expect
to experience a lack of liquidity for the foreseeable future in our proposed
operations. We will adjust our expenses as necessary to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing, the success of
which cannot be guaranteed. We will look at both equity and debt financing,
including loans from our principal shareholder. However, at the present time, we
have no definitive plans for financing in place, other than the funds which may
be loaned to us by Ms. Nelson, our President. In the event that we need
additional capital, Ms. Nelson has agreed to loan such funds as may be necessary
through December 31, 2010 for working capital purposes. To the extent that we
experience a substantial lack of liquidity, our development in accordance with
our proposed plan may be delayed or indefinitely postponed, our operations could
be impaired, we may never become profitable, fail as an organization, and our
investors could lose some or all of their investment.
As
a company with limited operating history, we are inherently a risky investment.
An investor could lose his entire investment.
We have a
limited operating history. Because we are a company with a limited history, the
operations in which we engage in, the internet gallery business, is an extremely
risky business. An investor could lose his entire investment.
Because
we are small and do not have much capital, we must limit our operations. A
company in our industry with limited operations has a smaller opportunity to be
successful. If we do not make a profit, we may have to suspend or cease
operations.
Because
we are small and do not have much capital, we must limit our operations. We must
limit our operations to the Denver, Colorado metropolitan area as the only
geographical area in which we operate. Because we may have to limit our
operations, we may not generate sufficient sales to make a profit. If we do not
make a profit, we may have to suspend or cease operations.
Our
success will depend upon our ability to develop relationships with our clients
and customers. If we cannot develop sufficient relationships, we may never
become profitable. An investor could lose his entire
investment.
We have
two lines of business. We provide consulting services in the management of art
galleries and plan to market fine art, antiques and collectibles on a retail
consignment basis, on the internet through our subsidiary, Gallery Management,
Inc Our performance depends, in
large part, on our ability to
develop relationships with potential consulting services clients and with
customers who will purchase
merchandise in sufficient quantities.. We have
no long-term contracts or other contractual assurances of consulting services or
of supply, pricing or access to new products. We may never develop sufficient
consulting services clients, which would negatively impact our proposed
operations. Also because customers of merchandise often
collect specific product lines, our inability to obtain
particular merchandise on consignment could have a material adverse effect on
our financial condition and results of operations. There can be no assurance
that we will be able to acquire desired merchandise in sufficient quantities on
terms acceptable to us, or that
an inability to acquire suitable merchandise, or the
loss of one or more key sources of supply to us, will not have a
material adverse effect on our financial condition and results of operations. As
a result, we may never become profitable. An investor could lose his entire
investment.
Intense
competition in our market could prevent us from developing revenue and prevent
us from achieving annual profitability. In either situation, we may never become
profitable, fail as an organization, and our investors could lose some or all of
their investment.
The
secondary market for fine art, antiques and collectibles is intensely
competitive. Competition is
expected to intensify in the
future, which may result in
price reductions, fewer
customer orders, reduced gross margins and loss
of market share. We are aware of a
number of other companies that are
presently retailing fine art, antiques
and/or collectibles online. We believe that
there will be an increasing number of online retailers of
fine art, antiques and collectibles of the types we offer
and, in the instance of certain reproductions, identical to the reproductions we
offer. Some of our competitors may be able to secure merchandise from
suppliers on more favorable terms, fulfill customer orders more efficiently and
adopt more aggressive pricing or inventory availability policies than we
can.
-
8 -
Our
business has a seasonal fluctuation in sales, which can develop fluctuating
quarterly results in our operations.
The gallery
industry can be subject to seasonal variations in demand. For example, we expect
that most of our operations will see the greatest demand during the winter
holiday shopping period. Consequently, we expect to be most profitable during
the fourth quarter of our fiscal year. Quarterly results may also be
materially affected by the timing of new product introductions, the gain or loss
of significant customers or product lines
and variations in merchandise mix. Accordingly,
our performance in any particular quarter may not be
indicative of the results that can be expected for any other quarter or for the
entire
year. Significant deviations from projected demand
for merchandise could have a
material adverse effect on our financial
condition and quarterly or annual results
of operations.
We
expect to be directly affected by fluctuations in the general
economy.
Demand
for art and other collectible merchandise is affected by the general
economic conditions in the United States. When economic conditions
are favorable and discretionary income
increases, purchases of non-essential items like art and
other
collectible merchandise generally increase. When
economic conditions are less favorable, sales of art and other
collectible are generally lower. In addition, we may experience more
competitive pricing pressure during economic downturns. Therefore,
any significant economic downturn or any future changes in consumer
spending habits could have a material adverse effect on
our financial condition and results of operations.
We
expect our products to be subject to changes in customer taste.
The
markets for our products are subject to changing customer tastes and
the need to create and market new products. Demand
for collectibles is influenced by the popularity of
certain themes, cultural and demographic trends, marketing and
advertising expenditures and general economic
conditions. Because these factors can change rapidly, customer demand
also can shift quickly. Some collectibles appeal to customers for
only a limited time. The success of
new product introductions depends on various
factors, including product selection and quality, sales and marketing efforts,
timely production and delivery and consumer acceptance. We may not always be
able to
respond quickly and effectively to
changes in customer taste and demand due to the amount of time and
financial resources that may be required to bring
new products to market. If we were
to materially misjudge the market, certain of our
consignments may remain unsold. The inability to
respond quickly to market changes could have a
material adverse effect on
our financial condition and results
of operations.
There
are risks associated with an internet marketing strategy.
We
have not previously conducted marketing programs
according to practices common to the Internet
industries, including practices such as the
systematic measurement of the response rates generated from its
databases or the categorization of entries in the databases by past
behavior. The costs for a
new information technology system to effect such
integration could be substantial, as could the amount of
time needed to acquire and implement such a system. The
inability to develop the
various databases successfully, or in a timely
and cost effective manner, could have a material adverse effect on
our financial condition and
results of operations.
We
may be affected by sales tax considerations from various states.
Various states
are increasingly seeking to impose sales or use
taxes on inter-state mail order sales and are aggressively auditing
sales tax returns of mail order businesses. Complex legal
issues arise in these areas, relating, among other things,
to the required nexus of a business with a particular state, which may permit
the state to require a business to collect such taxes. Although we believe that
we can adequately provide for sales taxes on mail
order sales, there can be
no assurance as to the effect of actions taken
by state tax authorities on our financial condition or
results of operations. In the future, we may be required to
collect sales tax on sales made to customers in all of the
states in which we conducts our operations. The imposition of sales taxes on
mail order sales generally has a negative effect on mail order sales
levels. All of the factors cited above may negatively affect our
financial condition and results
of operations in the future. Any such
impact cannot currently be quantified.
-
9 -
Our
proposed business will be concentrated in only two segments.
We plan
to be in the art and collectibles business through consignment sales over the
Internet and in the consulting business for gallery management. Our
proposed operations, even if successful, will in all likelihood result in the
operation of only two businesses. Our lack of diversity into a number of areas
may subject us to economic fluctuations within our particular businesses or
industry and therefore increase the risks associated with our proposed
operations.
There are factors beyond our control
which may adversely affect us. Our investors could lose some or all
of their investment.
Our
operations may also be affected by factors which are beyond our control,
principally general market conditions and changing client
preferences. Any of these problems, or a combination thereof, could
have affect on our viability as an entity. We may never become profitable, fail
as an organization, and our investors could lose some or all of their
investment.
Our
success will be dependent upon our management’s efforts. We cannot sustain
profitability without the efforts of our management. An investor could lose his
entire investment.
Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of Ms.
Nelson, our President, would harm our operations. We have no written employment
agreements with Ms. Nelson. We have not obtained key man life insurance on the
lives of any of our officers or directors.
We
have no experience as a public company. Our inability to operate as a
public company could be the basis of your losing your entire investment in
us.
We have
never operated as a public company. We have no experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
Our
stock has no public trading market and there is no guarantee a trading market
will ever develop for our securities. You may not able to sell your shares when
you want to do so, if at all.
There has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be
sustained. If you purchase shares of common stock, you may not be able to resell
those shares at or above the initial price you paid. The market price of our
common stock may fluctuate significantly in response to numerous factors, some
of which are beyond our control, including the following:
|
·
|
actual
or anticipated fluctuations in our operating
results;
|
|
·
|
changes
in financial estimates by securities analysts or our failure to perform in
line with such estimates;
|
|
·
|
changes
in market valuations of other companies, particularly those that market
services and products such as ours;
|
|
·
|
announcements
by us or our competitors of significant
innovations, acquisitions, strategic partnerships, joint
ventures or capital
commitments;
|
|
·
|
departures
of key personnel.
|
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
-
10 -
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common stock. You may
not able to sell your shares when you want to do so, if at all.
Our
common stock is currently not quoted in any market. If our common stock becomes
quoted, we anticipate that it will trade well below $5.00 per share. As a
result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded. These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks. Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase. These regulations have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment in our
common stock.
The
over-the-counter market for stock such as ours is subject to extreme price and
volume fluctuations. You may not able to sell your shares when you want to do
so, at the price you want, or at all.
The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
Buying
low-priced penny stocks is very risky and speculative. You may not able to sell
your shares when you want to do so, if at all.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
ITEM
2. DESCRIPTION OF PROPERTY.
We
currently occupy approximately 300 square feet of office space which we rent
from our President and largest shareholder on a month-to-month basis, currently
without charge. This space is considered to be sufficient for us at the present
time. We also own several items of office equipment and may acquire additional
equipment in the future but have no plans to do so at this time.
ITEM
3. LEGAL PROCEEDINGS.
We are not a party to any material
legal proceedings, nor is our property the subject of any material legal
proceeding.
-
11 -
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held no shareholders meeting in the
fourth quarter of our fiscal year.
PART
II
ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
Holders
As of
February 12, 2010, there were sixty-three record holders of our common stock,
and there were 22,210,200 shares of our common stock outstanding.
Market
Information
Our
shares of common stock are quoted on the Over-the-Counter Bulletin Board under
the trading symbol GMHC. The shares became trading on September 19, 2008 but
there is no extensive history of trading. The high and low bid price has been
$1.55 and $0.05, respectively, during the entire time the shares have been
quoted. The quotations reflect interdealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.
The
Securities Enforcement and Penny Stock Reform Act of 1990
The
Securities and Exchange Commission has also 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 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
|
·
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
|
|
·
|
contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of the Securities Act of
1934, as amended;
|
|
·
|
contains
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
|
|
·
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
|
·
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
|
·
|
contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation;
|
-
12 -
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
|
·
|
the
bid and offer quotations for the penny
stock;
|
|
·
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
·
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
·
|
monthly
account statements showing the market value of each penny stock held in
the customer's account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Equity
Compensation Plan Information
We have
no outstanding stock options or other equity compensation plans.
Reports
Since our
registration statement under Form SB-2 has been declared effective, we are
subject to certain reporting requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountants, and will
furnish unaudited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
Stock
Transfer Agent
The
stock transfer agent for our securities is X-Pedited Transfer Corporation, of
Denver, Colorado. Their address is 535 Sixteenth Street, Suite 810,
Denver, Colorado 80202. Their phone number is (303) 573-1000.
Dividend
Policy
We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
ITEM
6. SELECTED FINANCIAL DATA
A smaller
reporting company is not required to provide the information in this
Item.
-
13 -
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
Results
of Operations
For
the fiscal year ended November 30, 2009, we generated $4,063 in revenue. For the
fiscal year ended November 30, 2008, we generated $7,988 in
revenue.
Operating
expenses, which consisted of general and administrative expenses, for the fiscal
year ended November 30, 2009, were $16,261. We paid salaries and wages of $1,410
for the fiscal year ended November 30, 2009. Operating expenses, which consisted
of general and administrative expenses, for the fiscal year ended November 30,
2008, were $39,688. We paid salaries and wages of $1,410 for the fiscal year
ended November 30, 2009. We paid salaries and wages of $5,915 for the fiscal
year ended November 30, 2008. The major components of general and administrative
expenses include management fees, advertising and promotion, legal and
accounting fees.
As a
result, for the fiscal year ended November 30, 2009, we had a net loss of
$19,876. For the fiscal year ended November 30, 2008, we had a net loss of
$33,160.
Because
we pay minimal salaries, and our major professional fees have been paid for the
year, operating expenses are expected to remain fairly constant.
Our
accountants have expressed doubt about our ability to continue as a going
concern as a result of our history of net loss. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
successfully develop an internet gallery company and our ability to generate
revenues.
To try to
operate at a break-even level based upon our current level of proposed business
activity, we believe that we must generate approximately $35,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, Ms. Nelson has agreed to
loan such funds as may be necessary through December 31, 2010 for working
capital purposes.
On the
other hand, we may choose to scale back our operations to operate at break-even
with a smaller level of business activity, while adjusting our overhead to meet
the revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services or products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses, or if we
must respond to unanticipated events that require us to make additional
investments. We cannot assure that additional financing will be available when
needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $35,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
-
14 -
Liquidity
and Capital Resources.
As
of November 30, 2009, we had cash or cash equivalents of $189. As of November
30, 2008, we had cash or cash equivalents of $1,215.
Net cash
used for operating activities was $12,026 for the fiscal year ended November 30,
2009, compared to net cash used for operating activities of $31,410 for the
fiscal year ended November 30, 2008.
Cash
flows used in investing activities were $-0- for the fiscal year ended November
30, 2009 and $-0- for the fiscal year ended November 30, 2008
Cash
flows provided by financing activities were $11,000 for the fiscal year ended
November 30, 2009, compared to cash flows provided by financing activities
of $2,500 for the fiscal year ended November 30, 2008. These cash flows were all
related to sales of stock and loans.
At
November 30, 2009 and 2008, we had a note payable of $31,500 and $20,500,
respectively, to an unaffiliated third party. The notes are due on demand,
secured by all of our assets, and bear interest at the rate of 8% and 6%,
respectively.
Over the
next twelve months we do not expect any material our capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can attract sufficient product
sales and services within our present organizational structure and resources to
become profitable in our operations. Additional resources would be needed to
expand into additional locations, which we have no plans to do at this time. We
do not anticipate needing to raise additional capital resources in the next
twelve months In the event that we need additional capital, Ms. Nelson has
agreed to loan such funds as may be necessary through December 31, 2010 for
working capital purposes.
Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy, particularly the economy
in Denver, Colorado. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to successfully develop both a
consulting practice and an internet gallery business along with our ability to
generate revenues.
In
any case, we try to operate with minimal overhead. Our primary activity will be
to seek to develop clients for our services and, consequently, our sales. If we
succeed in developing clients for our services and products and generating
sufficient sales, we will become profitable. We cannot guarantee that this will
ever occur. Our plan is to build our company in any manner which will be
successful.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements with any party.
Critical
Accounting Policies
Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The
accounting policies that we follow are set forth in Note 2 to our financial
statements as included in this prospectus. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
-
15 -
Recently
Issued Accounting Pronouncements
In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as small business issuers, as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005. We
adopted this pronouncement during the first quarter of 2005.
In
December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets -
An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.
In March
2005, the FASB issued Financial Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations - an Interpretation of FASB Statement
No. 143", which specifies the accounting treatment for obligations associated
with the sale or disposal of an asset when there are legal requirements
attendant to such a disposition. We adopted this pronouncement in 2005, as
required, but there was no impact as there are no legal obligations associated
with the future sale or disposal of any assets.
In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections —
A Replacement of APB Opinion No. 20 and SFAS Statement No. 3". SFAS No. 154
changes the requirements for the accounting and reporting of a change in
accounting principle by requiring retrospective application to prior periods'
financial statements of the change in accounting principle, unless it is
impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
A smaller
reporting company is not required to provide the information in this
Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Gallery
Management Holding Corp.
(A
Development Stage Company)
CONSOLIDATED
FINANCIAL STATEMENTS
With
Independent Accountant’s Audit Report
For the
period August 15, 2007 (Inception) Through November 30, 2009
And the
year ended November 30, 2009
-
16 -
TABLE
OF CONTENTS
Page
|
|
Independent
Accountant’s Audit Report
|
18 |
Consolidated
Balance Sheet
|
19 |
Consolidated
Statement of Operations
|
20 |
Consolidated
Statement of Shareholders’ Equity
|
21 |
Consolidated
Statement of Cash Flows
|
22 |
Notes
to Consolidated Financial Statements
|
23 |
-
17 -
RONALD R.
CHADWICK, P.C.
Certified
Public Accountant
2851
South Parker Road, Suite 720
Aurora,
Colorado 80014
Telephone
(303)306-1967
Fax
(303)306-1944
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Gallery
Management Holding Corp.
Denver,
Colorado
I have
audited the accompanying consolidated balance sheets of Gallery Management
Holding Corp. (a development stage company) as of November 30, 2009 and 2008,
and the related consolidated statements of operations, stockholders’ equity and
cash flows for the years then ended, and for the period from August 15, 2007
(inception) through November 30, 2009. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Gallery
Management Holding Corp. as of November 30, 2009 and 2008 and the consolidated
results of its operations and its cash flows for the years then ended, and for
the period from August 15, 2007 (inception) through November 30, 2009 in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company has suffered losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Aurora,
Colorado
|
/s/ Ronald R. Chadwick, P.C.
|
March
1, 2010
|
RONALD
R. CHADWICK, P.C.
|
-
18 -
Gallery
Management Holdings Corp.
(A
Development Stage Company)
Consolidated
Balance Sheet
November
30, 2009
ASSETS | ||||||||
2009
|
2008
|
|||||||
Current
Assets
|
||||||||
Cash
|
$ | 189 | $ | 1,215 | ||||
Accounts
receivable
|
350 | 158 | ||||||
Inventory,
artwork
|
4,000 | 4,000 | ||||||
Total
current assets
|
4,539 | 5,373 | ||||||
TOTAL
ASSETS
|
$ | 4,539 | $ | 5,373 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
||||||||
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 6,365 | $ | 275 | ||||
Due
to officer
|
$ | 400 | $ | - | ||||
Interest
payable
|
3,916 | 1,744 | ||||||
Payroll
taxes payable
|
379 | 999 | ||||||
Current
portion notes payable - related party
|
31,500 | 20,500 | ||||||
Total
current liabilities
|
42,560 | 23,518 | ||||||
Long-Term
Liabilities
|
- | - | ||||||
TOTAL
LIABILITIES
|
$ | 42,560 | $ | 23,518 | ||||
SHAREHOLDERS'
EQUITY
|
||||||||
Preferred
stock, par value $.10 per share; Authorized
|
||||||||
1,000,000
shares; issued and outstanding -0- shares.
|
- | - | ||||||
Common
Stock, par value $.001 per share; Authorized
|
||||||||
50,000,000
shares; issued and outstanding 22,210,200 shares.
|
22,210 | 22,210 | ||||||
Capital
paid in excess of par value
|
42,729 | 42,729 | ||||||
Deficit
accumulated during the development stage
|
(102,960 | ) | (83,084 | ) | ||||
TOTAL
SHAREHOLDERS' EQUITY
|
(38,021 | ) | (18,145 | ) | ||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 4,539 | $ | 5,373 |
The
accompanying notes are an integral part of these financial
statements.
-
19 -
Gallery
Management Holding Corp.
(A
Development Stage Company)
Consolidated
Statement of Operations
Year
ended November 30, |
Year
ended November 30, |
August
15, 2007
(inception)
through November
30, 2009 |
||||||||||
Revenue
|
$ | 4,063 | $ | 7,988 | $ | 14,037 | ||||||
Operating
expenses
|
||||||||||||
Accounting
|
9,730 | 5,250 | 18,730 | |||||||||
Advertising
& promotion
|
- | 550 | 2,050 | |||||||||
Bank
charges
|
30 | - | 35 | |||||||||
Consulting
|
- | 999 | 3,105 | |||||||||
Office
|
2,088 | 6,077 | 8,534 | |||||||||
Legal
|
- | 15,700 | 40,700 | |||||||||
Salaries
& wages
|
1,410 | 5,915 | 9,028 | |||||||||
Stock
transfer fees
|
2,860 | 4,578 | 7,631 | |||||||||
Taxes
- payroll
|
143 | 619 | 762 | |||||||||
Total
General and administrative expenses
|
16,261 | 39,688 | 90,575 | |||||||||
(Loss)
before other expenses
|
(12,198 | ) | (31,700 | ) | (76,538 | ) | ||||||
Other
(expenses)
|
||||||||||||
Interest
|
(7,678 | ) | (1,460 | ) | (9,422 | ) | ||||||
Write
down of inventory
|
- | - | (17,000 | ) | ||||||||
Total
other expenses
|
(7,678 | ) | (1,460 | ) | (26,422 | ) | ||||||
Net
(Loss)
|
$ | (19,876 | ) | $ | (33,160 | ) | $ | (102,960 | ) | |||
Basic
(Loss) Per Share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted
Average Common Shares
|
||||||||||||
Outstanding
|
22,210,200 | 22,210,200 | 22,210,200 |
The
accompanying notes are an integral part of these financial
statements.
-
20 -
Gallery Management
Holding Corp.
(A
Development Stage Company)
Consolidated
Statement of Shareholders' Equity
Number
Of Common |
Common Stock |
Capital
Paid in Excess |
Retained Earnings |
Total
|
||||||||||||||||
Balance
at August 15, 2007 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
August
15, 2007 issued 100,000 shares
|
||||||||||||||||||||
for services
valued at $100 or $.001 per share
|
100,000 | 100 | - | 100 | ||||||||||||||||
August
16, 2007 issued 33,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $33 or $.001 per share.
|
33,000 | 33 | - | 33 | ||||||||||||||||
August
16, 2007 issued 1,006,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
services valued at $1,006 or $.001 per share
|
1,006,000 | 1,006 | - | 1,006 | ||||||||||||||||
August
16, 2007 Issuance of shares to founder
|
||||||||||||||||||||
for
art work inventory valued at $21,000
|
20,900,000 | 20,900 | 100 | 21,000 | ||||||||||||||||
October
2007 issued 4,200
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $1,050 or $.25 per share
|
4,200 | 4 | 1,046 | 1,050 | ||||||||||||||||
November
2007 issued 167,000
|
||||||||||||||||||||
shares
of par value $.001 common stock
|
||||||||||||||||||||
for
cash of $41,750 or $.25 per share
|
167,000 | 167 | 41,583 | 41,750 | ||||||||||||||||
Net
(Loss)
|
- | - | - | (49,924 | ) | (49,924 | ) | |||||||||||||
Balance
at November 30, 2007
|
22,210,200 | $ | 22,210 | $ | 42,729 | $ | (49,924 | ) | $ | 15,015 | ||||||||||
Net
(Loss)
|
- | - | - | (33,160 | ) | (33,160 | ) | |||||||||||||
Balance
at November 30,2008
|
22,210,200 | $ | 22,210 | $ | 42,729 | $ | (83,084 | ) | $ | (18,145 | ) | |||||||||
Net
(Loss)
|
- | - | - | (19,876 | ) | (19,876 | ) | |||||||||||||
Balance
at November 30,2009
|
22,210,200 | $ | 22,210 | $ | 42,729 | $ | (102,960 | ) | $ | (38,021 | ) |
The accompanying notes are
an integral part of these financial statements.
-
21 -
Gallery
Management Holding Corp.
(A
Development Stage Company)
Consolidated
Statement of Cash Flows
Year
ended November 30, |
Year
ended November 30, |
August
15, 2007 (inception) through November
30, 2009 |
||||||||||
Net
Income (Loss)
|
$ | (19,876 | ) | $ | (33,160 | ) | $ | (102,960 | ) | |||
Adjustments
to reconcile decrease in net assets to net cash
|
||||||||||||
provided
by operating activities:
|
||||||||||||
Stock
issued for services
|
- | - | 22,106 | |||||||||
Increase
in inventory
|
- | - | (4,000 | ) | ||||||||
(Increase)
Decrease in accounts receivavble
|
(192 | ) | 356 | (350 | ) | |||||||
Increase
(Decrease) in accounts payable
|
6,090 | (475 | ) | 6,365 | ||||||||
Increase
(Decrease) in due to officer
|
400 | - | 400 | |||||||||
Increase
in payroll taxes payable
|
(620 | ) | 409 | 379 | ||||||||
Increase
in interest payable
|
2,172 | 1,460 | 3,916 | |||||||||
Net
cash (used) in operation activities
|
(12,026 | ) | (31,410 | ) | (74,144 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
- | - | - | ||||||||||
Net
cash (used) in investing activities
|
- | - | - | |||||||||
Cash
flows from financing activities:
|
||||||||||||
Issuance
of common stock
|
- | - | 42,833 | |||||||||
Notes
payable
|
11,000 | 2,500 | 31,500 | |||||||||
Issuance
of common stock
|
- | - | - | |||||||||
Net
cash provided from financing activities
|
11,000 | 2,500 | 74,333 | |||||||||
Net
increase in cash
|
(1,026 | ) | (28,910 | ) | 189 | |||||||
Cash
at beginning of period
|
1,215 | 30,125 | - | |||||||||
Cash
at end of period
|
$ | 189 | $ | 1,215 | $ | 189 | ||||||
Supplemental
disclosure information:
|
||||||||||||
Stock
issued for services and art work
|
$ | - | $ | - | $ | 22,106 | ||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
-
22 -
Gallery
Management Holding Corp.
(A
Development Stage Company)
Notes to
Consolidated Financial Statements
For the
Period August 15, 2007 (Inception) Through November 30, 2009
And the
year ended November 30, 2009
Note
1 - Organization and Summary of Significant Accounting Policies
ORGANIZATION
Gallery Management Holding Corp. (the
“Company”), was incorporated as a holding company in the State of Colorado on
August 15, 2007. The Company was formed to develop, own, and manage art
galleries.
Gallery
Management, Inc. is a wholly-owned subsidiary of the Company. It was
incorporated as a Colorado corporation on August 15, 2007 to for the purpose of
an operating entity to develop, own, and manage art galleries. The Company may
also engage in any business that is permitted by law, as designated by the board
of directors of the Company.
On August
16, 2007, in an acquisition classified as a transaction between parties under
common control, Gallery Management Holding Corp. acquired all the outstanding
common shares of Gallery Management, Inc. (100,000 common shares of Gallery
Management Holding Corp. were issued for 100,000 common shares of Gallery
Management, Inc.), making Gallery Management, Inc. a wholly owned subsidiary of
Gallery Management Holding Corp. The results of operations of Gallery Management
Holding Corp. and Gallery Management, Inc. have been consolidated from August
16, 2007 forward.
DEVELOPMENT
STAGE
The
Company is currently in the developmental stage and has no significant
operations to date.
USE
OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
STATEMENT
OF CASH FLOWS
For
purposes of the statement of cash flows, the Company considered demand deposits
and highly liquid-debt instruments purchased with maturity of three months or
less to be cash equivalents.
Cash paid
for interest during the periods ended November 30, 2009 and 2008 was
$0. Cash paid for income taxes during the periods ended November 30,
2009 and 2008 was $0.
-
23 -
Gallery
Management Holding Corp.
(A
Development Stage Company)
Notes to
Consolidated Financial Statements
For the
Period August 15, 2007 (Inception) Through November 30, 2009
And the
year ended November 30, 2009
Note
1 - Organization and Summary of Significant Accounting Policies
(continued)
BASIC
EARNINGS PER SHARE
The basic
earnings (loss) per common share are computed by dividing the net income (loss)
for the period by the weighted average number of shares outstanding at November
30, 2009 and 2008.
REVENUE
RECOGNITION
The
Company will be
performing advertising and promotional activities. The revenue is recognized
when the services are performed. As of November 30, 2009 the Company has had
limited operations.
Note
2 – Basis of Presentation
In the
course of its life the Company has had limited operations. This
raises substantial doubt about the Company’s ability to continue as a going
concern. Management raised minimum capital through a private
offering. Management believes this will contribute toward its
operations and subsequent profitability. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
Note
3 – Related Party Events
The
Company currently has an office located at an address maintained by the
President on a rent free basis.
Note 4 – Notes
Payable
The
Company at November 30, 2009 and 2008 had note payable of $31,500 and $20,500,
respectively; the notes are due on demand, secured by all Company assets, and
bear interest at 8% and 6% per annum.
Interest
payable under the notes at November 30, 2009 and 2008 was $3,916 and $1,744
respectively, with interest expense in 2009 and 2008 of $7,678 and $1,460
respectively.
-
24 -
Gallery
Management Holding Corp.
(A
Development Stage Company)
Notes to
Consolidated Financial Statements
For the
Period August 15, 2007 (Inception) Through November 30, 2009
And the
year ended November 30, 2009
Note 5
– Capital Stock
The
Company authorized 50,000,000 shares of .001 par value common
stock. Through October 31, 2007, the Company issued a total of
22,210,200 shares raising $42,833.
On August
15, 2007 the Company issued 100,000 shares of $.001 par value common stock for
$100 in services.
On August
16, 2007 the Company issued 33,000 shares of $.001 par value common stock for
$33 in cash or $.001 per share.
On August
16, 2007 the Company issued 1,006,000 shares of $.001 par value common stock for
services valued at $1,006 or $.001 per share.
On August
16, 2007 the Company issued 20,900,000 shares of $.001 par value common stock to
a founder for art work valued at $21,000 or $.001 per share.
In
October 2007 the Company issued 4,200 shares of $.001 par value common stock for
$1,050 in cash or $.25 per share as part of a private offering.
In
November 2007 the Company issued 167,000 shares of $.001 par value common stock
for $41,750 in cash or $.25 per share as part of a private
offering.
The
Company authorized 1,000,000 shares of no par value, preferred stock, to have
such preferences as the Directors of the Company may assign from time to time.
No preferred stock is either issued or outstanding as of November 30,
2009.
The
Company has declared no dividends through November 30, 2009.
Note 6 - Income
Taxes
Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses. These loss carryovers are
limited under the Internal Revenue Code should a significant change in ownership
occur. The Company accounts for income taxes pursuant to ASC 740. At November
30, 2009 and 2008, the Company had approximately $102,962 and $83,084 in unused
federal net operating loss carryforwards, which begin to expire principally in
the year 2027. A deferred tax asset at each date of approximately $21,000 and
$17,000 resulting from the loss carryforwards has been offset by a 100%
valuation allowance. The change in the valuation allowance for the periods ended
November 30, 2009 and 2008 was approximately $4,000 and
$6,600.
-
25 -
ITEM
9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
ITEM
9A(T). CONTROLS AND PROCEDURES.
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures as
defined in Rule 13a-15(e) under the Exchange Act were effective as of November
30, 2009.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:
i. pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
ii. provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our consolidated financial statements
in accordance with U. S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and
iii. provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Management assessed the effectiveness
of the Company’s internal control over financial reporting as of November 30,
2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.
Management
has concluded that our internal control over financial reporting was effective
as November 30, 2009.
Inherent
Limitations Over Internal Controls
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
Changes
in Internal Control Over Financial Reporting.
We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
-
26 -
Attestation
Report of the Registered Public Accounting Firm.
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form 10-K
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
.
ITEM
9B. OTHER INFORMATION.
Nothing
to report.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Each of
our directors is elected by the stockholders to a term of one year and serves
until his successor is elected and qualified. Each of our officers is elected by
the board of directors to a term of one year and serves until his or her
successor is duly elected and qualified, or until he or she is removed from
office. The board of directors has no committees. Each person listed below is
also a director.
The name,
address, age and position of our officers and directors is set forth
below:
Name
and Address
|
Age
|
Position(s)
|
Darlene
Nelson
|
71
|
President,
Chief Executive
|
9093
E. Nassau Ave
|
Officer,
Treasurer, and
|
|
Denver, Colorado
80237
|
Chief
Financial Officer
|
|
Michael
McGill
|
51
|
Secretary
and Director
|
9093
E. Nassau Ave
|
||
Denver, Colorado
80237
|
The
persons named above are expected to hold said offices/positions until the next
annual meeting of our stockholders. These officers and directors are our only
officers, directors, promoters and control persons. Neither is related to the
other. Neither can be considered to be independent directors.
Background
Information about Our Officers and Directors
Darlene
Nelson has been our President and a Director since our inception. She has been
an Executive Director for Gallery One, in Denver, Colorado since 1979 in charge
of sales, management, art auctions and show scheduling. upon her return to
Denver, from 1991 to 2007 she managed Gallery One in Cherry Creek. Ms. Nelson
attended the University of Minnesota majoring in business.
Michael
McGill has been our Secretary and a Director since November, 2007. He is the
founder of MK Roofing Inc. and has been Chief Executive Officer and President of
this organization from 1991 to the present. MK Roofing is a private
company which does commercial flat roofing. Mr. McGill holds a Bachelor of
Science degree from the University of Northern Colorado, and a certified
teacher’s certificate in science, which he received in 1990.
Family
Relationships
There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it. No director or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal proceeding.
No director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.
-
27 -
Committees
of the Board of Directors
There are
no committees of the Board of Directors.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-K and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.
Code
of Ethics
Our Board
of directors has not adopted a code of ethics but plans to do so in the
future.
Options/SAR
Grants and Fiscal Year End Option Exercises and Values
We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.\\\\\
Item
11. EXECUTIVE COMPENSATION
None of
our officers or directors received or was entitled to receive remuneration in
excess of $100,000 for the fiscal years ended November 30, 2009, 2008 or 2007.
We were incorporated on August 15, 2007.
SUMMARY
COMPENSATION TABLE
Name
& Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
Other Compensation ($)
|
Total
($)
|
||||||||||
Darlene
Nelson
|
2009
|
$1,410
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$1,410
|
||||||||||
Chief
Executive
|
2008
|
$5,915
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$5,915
|
||||||||||
Officer
|
2007
|
$1,703
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$1,703
|
Our
directors do not receive any compensation for their services rendered to us, nor
have they received such compensation in the past. As of the date
hereof, we have no funds available to pay our directors. Further, our
directors are not accruing any compensation pursuant to any agreement with us.
We have no plans to pay any compensation to our directors in the
future.
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.
-
28 -
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following sets forth the number of shares of our $.0.001 par value common stock
beneficially owned by (i) each person who, as of February 12, 2010, was known by
us to own beneficially more than five percent (5%) of our common stock; (ii) our
individual Directors and (iii) our Officers and Directors as a group. A total of
22,210,200 common shares were issued and outstanding as of February 12,
2010.
Name and Address
|
Amount
and Nature of
|
Percent
of
|
of Beneficial Owner
|
Beneficial
Ownership(1)(2)
|
Class
|
Darlene
Nelson
|
||
9093
E. Nassau Ave
|
21,000,000
|
95.4%
|
Denver, Colorado
80237
|
||
Michael
McGill
|
||
9093
E. Nassau Ave
|
2,000
|
0.009%
|
Denver, Colorado
80237
|
||
All
Officers and Directors as a Group
|
21,002,000
|
95.5%
|
(two
persons)
|
___________________
(1) All shares owned of record.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We
currently occupy approximately 300 square feet of office space which we rent
from our President and largest shareholder on a month-to-month basis, currently
without charge.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our
independent auditor, Ronald R. Chadwick, P.C., of Aurora, Colorado , Certified
Public Accountants, billed an aggregate of $7,500 for the
year ended November 30, 2009 and for professional services rendered for
the audit of the Company's annual financial statements and review of the
financial statements included in its quarterly reports. This firm billed an
aggregate of $3,750 for the year ended November 30, 2008 and for professional
services rendered for the audit of the Company's annual financial statements and
review of the financial statements included in its quarterly
reports.
We do not
have an audit committee and as a result our board of directors performs the
duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.
-
29 -
ITEM
15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
The
following financial information is filed as part of this report:
(a) (1)
FINANCIAL STATEMENTS
(2)
SCHEDULES
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
Exhibit
Number
|
Description
|
3.1*
|
Articles
of Incorporation
|
3.2*
|
Bylaws
|
21.1* | List of Subsidiaries |
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
* Previously filed with Form SB-2 Registration Statement, January 28,
2008.
Reports
on Form 8-K. No reports have ever been filed under cover of Form
8-K.
-
30 -
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on March 12, 2010.
GALLERY
MANAGEMENT HOLDING CORP.
|
||
By:
|
/s/
Darlene Nelson
|
|
Darlene
Nelson
|
||
Chief
Executive Officer and President
(principal
executive officer and principal financial and accounting
officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
Date:
March 12, 2010
|
By:
|
/s/
Darlene Nelson
|
Darlene
Nelson
|
||
Director
|
||
Date:
March 12, 2010
|
By:
|
/s/
Michael McGill
|
Michael
McGill
|
||
Director
|
-
31 -