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file | filename |
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EX-32 - Fire From Ice, Inc. | ex32.htm |
EX-31.2 - Fire From Ice, Inc. | ex31-2.htm |
EX-31.1 - Fire From Ice, Inc. | ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
[X]
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For the fiscal year ended October 31, 2009 | ||
[ ]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
|
|
For the transition period from _________ to ________ | ||
Commission file number: 000-52920 |
Fire from Ice,
Inc.
(Formerly Roman Acquisition
Corp.)
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
|
26-0808384
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
42 Brittanic Crescent, Soveriegn Island, QLD (AU)
4216
|
4209
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number: (310)
994-7988
|
|
Securities
registered under Section 12(b) of the Exchange Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
|
None
|
not
applicable
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
Title
of each class
|
Name
of each exchange on which registered
|
Common Stock, par value
$0.001
|
not
applicable
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
[ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[ ] No
[X]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[ ] No [X]
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No
[ ]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 4,200,000 as of March 12,
2010.
Table of
Contents
Page
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||
PART I
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||
Item 1.
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Business
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4
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Item 2.
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Properties
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5
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Item 3.
|
Legal
Proceedings
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5
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Item 4.
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Submission of Matters to a Vote
of Security Holders
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5
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PART II
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||
Item 5.
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Market for Registrant’s Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity
Securities
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6
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Item 6.
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Selected Financial
Data
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6
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Item 7.
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Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
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7
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Item 7A.
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Quantitative and Qualitative
Disclosures About Market Risk
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9
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Item 8.
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Financial Statements and
Supplementary Data
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10
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Item 9.
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Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure
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10
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Item
9A(T).
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Controls and
Procedures
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10
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Item 9B.
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Other
Information
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10
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PART III
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||
Item 10.
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Directors, Executive Officers and
Corporate Governance
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11
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Item 11.
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Executive
Compensation
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13
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Item 12.
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Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
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14
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Item 13.
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Certain Relationships and Related
Transactions, and Director Independence
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15
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Item 14.
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Principal Accountant Fees and
Services
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15
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PART IV
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||
Item 15.
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Exhibits, Financial Statement
Schedules
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16
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PART I
Company
Overview
We were
incorporated as Roman Acquisition Corp. in the State of Nevada on August 27,
2007. We have been in the developmental stage since inception and have
conducted virtually no business operations, other than organizational activities
and preparation of required filings. We have no full-time employees and
own no real estate or personal property.
We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. All of our outstanding stock is currently owned by
Mr. Micheal Nugent, who is also our current Chief Executive Officer and director
and Mr. Robert Smith, our Corporate Secretary. Mr. Nugent is currently
evaluating business opportunities for our company, but has not located anything
suitable as of the date of this report. Accordingly, we do not
currently engage in any business activities that provide cash flow.
Micheal
Nugent is our Chief Executive Officer and Board Chairman.
Our
Business
Our
company, based on proposed business activities, is a "blank check" company. The
U.S. Securities and Exchange Commission (the "SEC") defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the "Exchange
Act") and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
Act"), we also qualify as a "shell company," because we have no or nominal
assets (other than cash) and no or nominal operations. Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. We
intend to comply with the periodic reporting requirements of the Exchange Act
for so long as we are subject to those requirements.
We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
The
analysis of new business opportunities is being undertaken by or under the
supervision of Mr. Micheal Nugent. As of this date, we have not entered
into any definitive agreement with any party, nor have there been any specific
discussions with any potential business combination candidate regarding business
opportunities for us. We have unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In our efforts
to analyze potential acquisition targets, we will consider the following kinds
of factors:
· Potential for
growth, indicated by new technology, anticipated market expansion or new
products;
· Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;
· Strength and
diversity of management, either in place or scheduled for
recruitment;
· Capital
requirements and anticipated availability of required funds, to be provided by
us or from operations, through the sale of additional securities, through joint
ventures or similar arrangements or from
other
sources;
· The cost of
participation as compared to the perceived tangible and intangible values and
potentials;
· The extent to
which the business opportunity can be advanced;
· The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and
· Other relevant
factors.
-4-
In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.
No
assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.
Competition
We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Intellectual
Property
We do not
own any patent, trademark, or legally enforceable claim to proprietary
intellectual property.
Employees
We have
no employees. The Company officers and directors are currently
fulfilling their roles via consulting agreements.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
incorporation.
Government
Regulation
Government
regulation and compliance with environmental laws do not have a material effect
on our business. We are subject to the laws and regulations of those
jurisdictions in which we plan to operate and sell our products, which are
generally applicable to business operations, such as business licensing
requirements, income taxes and payroll taxes.
Subsidiaries
We do not
have any subsidiaries.
We do not
presently lease or own any real property.
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended October 31, 2009.
-5-
PART II
Item 5. Market for
Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
Market
Information
We do not
have a trading symbol, and our Common Stock is not trading on any stock
exchange. We are not aware of any market activity in our stock since its
inception and through the date of this filing.
Penny
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 market 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. 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: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) 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 of such duties or other
requirements of the securities laws; (c) 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; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the 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) a monthly account statement 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 as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock should our stock ever be traded on a public market. Therefore,
stockholders may have difficulty selling our securities.
Holders
of Our Common Stock
As of
October 31, 2009, we had 4,200,000 shares of our common stock issued and
outstanding, held by our sole shareholder, Mr. Nugent, who is also our Chief
Executive Officer and director, and Mr. Robert Smith, our Corporate
Secretary.
Dividends
We
have not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development
of our business.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any equity compensation plans.
A smaller
reporting company is not required to provide the information required by this
Item.
-6-
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
Plan
of Operation in the Next Twelve Months
We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.
We do not
currently engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury, if any, or with
additional money contributed by Micheal Nugent, another officer or director, or
another source.
During
the next 12 months, we anticipate incurring costs related to filing of Exchange
Act reports and costs relating to consummating an acquisition. We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors.
We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.
Mr.
Micheal Nugent has not had any preliminary contact or discussions with any
representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
-7-
We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming a
publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Significant
Equipment
We do not
intend to purchase any significant equipment for the next twelve
months.
Employees
We do not
have plans to change the number of our employees during the next twelve
months.
Results
of Operations for the year ended October 31, 2009 and for the period from August
27, 2007 (Date of Inception) until October 31, 2009
We have
not earned any revenues since our inception on August 27, 2007. We do
not anticipate earning revenues until such a time that we will be able to enter
into a business combination.
We
incurred operating expenses in the amount of $15,324, including interest of
$1,157 for the year ended October 31, 2009, compared with $18,040, including
interest of $485, for the year ended October 31, 2008. The entire
amount for both periods was attributable to general and administrative
expenses. We have incurred total operating expenses of $33,819,
including interest of $1,642 from inception on August 27, 2007 through October
31, 2009. The entire amount was attributable to general and
administrative expenses.
We
anticipate our operating expenses will increase as we more fully implement our
business plan. The increase will be attributable to expenses to operating our
business, and the professional fees to be incurred in connection with our
reporting obligations as a public company as our business activity
increases.
Liquidity
and Capital Resources
As of
October 31, 2009, we had no current assets, no liabilities and no working
capital. We currently do not engage nor intend to engage in any
business activities that provide cash flow until we enter into a successful
business combination.
Off
Balance Sheet Arrangements
As of
October 31, 2009, there were no off balance sheet arrangements.
Going
Concern
Our
financial statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. We have
had no revenues and have generated no operations.
In order
to continue as a going concern and achieve a profitable level of operation, we
will need, among other things, additional capital resources and to develop a
consistent source of revenues. Management's plans include seeking a
merger with an existing operating company.
Our
ability to continue as a going concern is dependent upon our ability to
successfully accomplish the plan described in the preceding paragraph and
eventually attain profitable operations. The accompanying financial
statements in this report do not include any adjustments that might be necessary
if we are unable to continue as a going concern.
-8-
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain.
Recently
Issued Accounting Pronouncements
In June
2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No.
105. The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (ASC 105). ASC 105 has become the
single source authoritative nongovernmental U.S. generally accepted accounting
principles (GAAP), superseding existing FASB, American Institute of Certified
Public Accountants, Emerging Issues Task Force, and related accounting
literature. ASC 105 reorganized the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure. Also included is relevant SEC guidance organized using the
same topical structure in separate sections. The Company adopted ASC
105 on July 1, 2009. The adoption of ASC 105 did not have an impact
on the Company’s financial position or results of operations.
On
April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments –
Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC
825-10-65 amends ASC 825-10 to require disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements and also amends ASC 270-10 to require those disclosures in all
interim financial statements. The adoption of ASC 825-10-65 did not have a
material impact on the Company’s results of operations or financial
condition.
On
April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855).
ASC 855 establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and the basis for
that date – that is, whether that date represents the date the financial
statements were issued or were available to be issued. This disclosure
should alert all users of financial statements that an entity has not evaluated
subsequent events after that date in the set of financial statements being
presented. The adoption of ASC 855 did not have a material impact on the
Company’s results of operations or financial condition.
On
July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided
amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for
the fair value measurement of liabilities. ASU 2009-05 provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required are Level 1 fair value measurements. The
adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.
In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU
2009-13). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective
basis for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption permitted.
The Company does not expect adoption of ASU 2009-13 to have a material impact on
the Company’s results of operations or financial condition.
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
A smaller
reporting company is not required to provide the information required by this
Item.
-9-
See the
financial statements annexed to this annual report.
On June
17, 2009, the Company changed its principal independent
accountants. On such date, the Registrant dismissed Moore and
Associates, Chartered Accountants and Advisors from serving as the Registrant’s
principal independent accountants, and retained M&K CPAS, PLLC as its
principal independent accountants. The decision to change accountants
was recommended and approved by the Registrant’s Board of
Directors.
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange Act.
This rule defines internal control over financial reporting as a process
designed by, or under the supervision of, the Company’s Chief Executive Officer
and Chief Financial Officer, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. GAAP. Our internal control over
financial reporting includes those policies and procedures that:
•
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect our transactions and
dispositions;
|
•
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. GAAP, and that
our receipts and expenditures are being made only in accordance with
authorizations of management and directors of the
Company; and
|
•
|
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 financial
statements.
|
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, 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.
With the
participation of the Chief Executive Officer and the Chief Financial Officer,
our management conducted an evaluation of the effectiveness of our internal
control over financial reporting. Based on this evaluation, our
management has concluded that our internal control over financial reporting was
not effective as of October 31, 2009, as the result of a material
weakness. The material weakness results from significant
deficiencies in internal control that collectively constitute a material
weakness.
A
significant deficiency is a deficiency, or combination of deficiencies, in
internal control over financial reporting that is less severe than a material
weakness, yet important enough to merit attention by those responsible for
oversight of the registrant’s financial reporting. We had the following
significant deficiencies at October 31, 2009:
·
|
We
have only one employee to oversee bank reconciliations, posting payables,
and so forth, so there are no checks and balances on internal
controls.
|
Remediation
of Material Weakness
We are
unable to remedy the material weakness in our internal controls until we are
able to hire additional employees, so that we may then introduce checks and
balances on internal controls.
Limitations
on the Effectiveness of Internal Controls
Our
management, including our Chief Executive Officer and our Chief Financial
Officer, does not expect that our disclosure controls and procedures or our
internal control over financial reporting are or will be capable of preventing
or detecting all errors or all fraud. Any 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 may 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 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 risk.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
None
-10-
PART III
The
following information sets forth the name of our sole executive officer and
director, his age as of October 31, 2009 and his present position.
Name
|
Age
|
Position Held with the
Company
|
Micheal
Nugent
|
46
|
Chief
Executive Officer and Board Chairman
|
Sonny
Nugent
|
23
|
Chief
Financial Officer
|
Robert
Smith
|
48
|
Corporate
Secretary
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors.
Micheal
Nugent, Chairman and Chief Executive Officer.
Micheal
Nugent, a resident of Australia, holds offices and active roles with several
private companies in the U.S. and Australia, including as the Founder,
Chairman/CEO of Roadships America Inc., a private Nevada company that is
developing Short Sea Shipping systems. He is the Founder and
President of Cyclone Magnetic Engines Inc., a private Nevada company that is
developing engine technology. He is a director and CEO of Fire From
Ice Films Inc., a private Nevada corporation. He is the CEO of Endeavour
Logistics Pty Ltd, a private Australian company that consults with Australian
Trucking companies. He is also the Chairman/CEO of Adbax Pty Ltd., a
private Australian company that provides truckside advertising as an affiliate
of Truckads. Mr. Nugent completed his discipline as a Diesel Fitter
in 1983 with Cummins Diesel Sales and Service. Mr. Nugent is a member of the
Australian Institute of Company Directors, The Marine Highways Cooperative,
The Coastwise Coalition and The Advertising Federation of
Australia.
Sonny
Nugent, Chief Financial Officer
Sonny
Nugent, age 23 a resident of Australia, graduated from A B Paterson College and
then completed his discipline as a construction carpenter. Sonny is currently a
student at Bond University, Gold Coast Australia studying business and
finance.
Robert
Smith, Corporate Secretary
Mr. Smith
is a Director and Corporate Secretary of Nugent Engine Technologies, Inc., a
10-12G Blank Check Company; the co-Managing Member of Enterprise Creations LLC,
a joint venture, and; the Managing Member of RKS Capital LLC, a business
development solution provider. Mr. Smith has 20 plus cumulative years of
management experience; 16 years at executive-level management; 12 plus years
[hands-on] building start-ups and emerging companies; 10 years experience as a
business development consultant. He holds extensive experience and success in
strategic planning and management and capital acquisition (equity and private
debt). Mr. Smith is a “nuts and bolts” business development professional with
proven success working with development, start-up, emerging and growth companies
in a variety of industries; with added emphasis on capital acquisition
strategies and business plan development.
Directors
Our
bylaws authorize no less than one (1) and more than ten (10)
directors. We currently have three directors: Micheal
Nugent, the Chairman, Sonny Nugent, the Chief Financial Officer, and Robert
Smith, the Corporate Secretary.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Family
Relationships
Sonny
Nugent, our Chief Financial Officer, is the son of Micheal Nugent, our Chief
Executive Officer. There are no other family relationships between or
among the directors, executive officers or persons nominated or chosen by us to
become directors or executive officers.
-11-
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the
following occurred with respect to a
present or former director, executive officer, or employee: (1) any
bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either
at the time of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a
pending criminal
proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking
activities; and (4) being found
by a court of competent jurisdiction (in a civil
action), the SEC or the
Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of the
Company’s equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To the best of our
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by us during or with respect to the year ended October 31,
2006, the following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal
year ended October 31, 2009:
Name
and principal position
|
Number
of late reports
|
Transactions
not timely reported
|
Known
failures to file a required form
|
Micheal
Nugent, Chief Executive Officer
|
0
|
0
|
0
|
Sonny
Nugent, Chief Financial Officer
|
1
|
1
|
1
|
Robert
Smith, Corporate Secretary
|
1
|
1
|
1
|
Code
of Ethics
As of
October 31, 2009, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
-12-
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended October 31, 2009 and 2008.
SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Michael
Nugent
|
2009
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Robert
Smith
|
2009
|
-
|
-
|
$ 1,000
|
-
|
-
|
-
|
-
|
$
1,000
|
Sonny
Nugent
|
2009
|
-
|
-
|
$ 200
|
-
|
-
|
-
|
-
|
$ 200
|
Mr.
Michael Nugent is the Chief Executive Officer.
Mr.
Robert Smith is the Corporate Secretary
Mr. Sonny
Nugent is the Chief Financial Officer
Narrative
Disclosure to the Summary Compensation Table
We have
not entered into any employment agreement or consulting agreement with our
executive officer. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.
Although
we do not currently compensate our officer, we reserve the right to provide
compensation at some time in the future. Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.
Outstanding
Equity Awards at Fiscal Year-End
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of October 31,
2009.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Micheal
Nugent
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Robert
Smith
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Sonny
Nugent
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stock
Option Grants
We have
not granted any stock options to the executive officers or directors since our
inception.
-13-
Director
Compensation
The table
below summarizes all compensation awarded to, earned by, or paid to our director
for all services rendered in all capacities to us for the period from inception
(August 27, 2007) through October 31, 2009.
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Micheal
Nugent
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sonny
Nugent
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Robert
Smith
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative
Disclosure to the Director Compensation Table
We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.
We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the year ended October 31,
2009.
We have
no formal plan for compensating our directors for their services in their
capacity as directors. In the future we may grant options to our
directors to purchase shares of common stock as determined by our Board of
Directors or a compensation committee that may be established.
Stock
Option Plans
We did
not have a stock option plan as of October 31, 2009.
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of October 31, 2009, by (1) all
persons who are beneficial owners of 5% or more of our voting securities, (2)
each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of the Securities
and Exchange Commission. Under these rules, a person may be deemed to
beneficially own any shares of capital stock as to which such person, directly
or indirectly, has or shares voting power or investment power, and to
beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise
of any stock option or other right. The percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing (a) (i) the number
of shares beneficially owned by such person plus (ii) the number of shares as to
which such person has the right to acquire voting or investment power within 60
days by (b) the total number of shares outstanding as of such date, plus any
shares that such person has the right to acquire from us within 60 days.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.
-14-
Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 3,000,000 Shares of Common Stock issued and outstanding as of October
31, 2008.
Name
and Address of Beneficial Owners of Common Stock1
|
Title
of Class
|
Amount
and Nature of
Beneficial
Ownership
|
%
of Common Stock2
|
Micheal
Nugent
10/75
Waterway Drive, Golden Coast Marine Project
Coomera
QLD Australia 4209
|
Common
Stock
|
3,000,000
|
71.4%
|
Robert
Smith
City
Center, 525 North Tryon Street, Suite 1600,, Charlotte, NC,
28202
|
Common
Stock
|
1,000,000
|
23.8%
|
Sonny
Nugent
10/75
Waterway Drive, Golden Coast Marine Project
Coomera
QLD Australia 4209
|
Common
Stock
|
200,000
|
4.8%
|
DIRECTORS
AND OFFICERS – TOTAL
|
4,200,000
|
100%
|
|
5%
SHAREHOLDERS
|
|||
None
|
Common
Stock
|
0
|
0%
|
Total
of 5% shareholders
|
0
|
0%
|
Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common
stock.
None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
Financial
Statements for the Year Ended October 31
|
Audit Services
|
Audit Related Fees
|
Tax Fees
|
Other Fees
|
2009
|
$3,350
|
$0
|
$0
|
$0
|
2008
|
$6,375
|
$0
|
$0
|
$0
|
-15-
PART IV
Index to
Financial Statements Required by Article 8 of Regulation S-X:
Audited
Financial Statements:
|
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets as of October 31, 2009 and
2008;
|
F-3
|
Statements
of Operations for the years ended October 31, 2009 and 2008, and the
periods from inception to October 31, 2009;
|
F-4
|
Statement
of Stockholders’ Equity for period from inception to October 31,
2009;
|
F-5
|
Statements
of Cash Flows for the years ended October 31, 2009 and 2008, and the
periods from inception to October 31, 2009;
|
F-6
|
Notes
to Financial Statements
|
Exhibit
No.
|
Description
|
3.1
|
Articles
of Incorporation, as amended
(1)
|
3.2
|
Bylaws,
as amended
(1)
|
31.1
|
Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
31.2
|
Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
1 Incorporated
by reference to the Registration Statement on Form 10-SB12G filed on November
20, 2007.
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Fire
From Ice, Inc.
By:
|
/s/ Micheal
Nugent
|
Micheal
Nugent
President,
Chief Executive Officer, Principal Executive Officer, and
Director
|
|
March
15, 2010
|
In
accordance with Section 13 or 15(d) of the 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:
By:
|
/s Sonny
Nugent
|
Sonny
Nugent
Chief
Financial Officer
|
|
March
15, 2010
|
-16-
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Fire
From Ice, Inc.
(Formerly
Roman Acquisition Corp.)
(A
Development Stage Company)
We have
audited the accompanying balance sheets of Fire From Ice, Inc. (formerly Roman
Acquisition Corp.) (a exploration stage company) as of October 31,
2009 and 2008 and the related statements of operations, changes in shareholders'
equity (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits 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 Fire From Ice, Inc. as of October
31, 2009 and 2008, and the results of its operations, changes in shareholders'
equity (deficit) and cash flows for the period described above 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 3 to the financial
statements, the Company has suffered a net loss 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 3. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
M&K CPAS, PLLC
www.mkacpas.com
Houston,
Texas
March 13,
2010
F-1
FIRE
FROM ICE, INC.
(Formerly
Roman Acquisition Corp.)
(A
Development Stage Company)
Balance
Sheets
October
31, 2009
|
October
31, 2008
|
|||||||
ASSETS
|
||||||||
Cash
and equivalents
|
$ | - | $ | - | ||||
TOTAL
ASSETS
|
$ | - | $ | - | ||||
LIABILITIES
|
||||||||
Accounts
payable -related party
|
$ | - | $ | 15,010 | ||||
TOTAL
LIABILITIES
|
- | 15,010 | ||||||
SHAREHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Preferred
stock, par value $0.001, authorized 10 million shares, none issued or
outstanding
|
- | - | ||||||
Common
stock: $0.001 par value; 90,000,000 shares authorized; 4,200,000 and
3,000,000 shares issued and outstanding at October 31, 2009 and 2008,
respectively
|
4,200 | 3,000 | ||||||
Additional
paid-in capital
|
29,619 | 485 | ||||||
Deficit
accumulated during the development phase
|
(33,819 | ) | (18,495 | ) | ||||
TOTAL
SHAREHOLDERS' EQUITY (DEFICIT)
|
- | (15,010 | ) | |||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|
$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-2
(Formerly
Roman Acquisition Corp.)
(A
Development Stage Company)
Statements
of Operations
Year
Ended October 31, 2009
|
Year
Ended October 31, 2009
|
From
Inception (August 27, 2007) to October 31, 2009
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
OPERATING
EXPENSES
|
||||||||||||
General
and administrative expenses
|
14,167 | 17,555 | 32,177 | |||||||||
Interest
expense - related party
|
1,157 | 485 | 1,642 | |||||||||
Net
operating loss
|
(15,324 | ) | (18,040 | ) | (33,819 | ) | ||||||
NET
LOSS
|
$ | (15,324 | ) | $ | (18,040 | ) | $ | (33,819 | ) | |||
Net
loss per share, basic and fully diluted
|
$ | - | $ | - | ||||||||
Weighted
average number of shares outstanding
|
3,450,411 | 3,000,000 |
The
accompanying notes are an integral part of these financial
statements.
F-3
FIRE
FROM ICE, INC.
(Formerly
Roman Acquisition Corp.)
(A
Development Stage Company)
Statements
of Shareholders' Equity (Deficit)
Common Stock
|
|||||||||||||||||||||
Date
|
Shares
|
Amount
|
Additional
Paid In Capital
|
Deficit
Accumulated During the Development Stage
|
Total
Shareholders' Deficit
|
||||||||||||||||
Balances,
August 27, 2007
|
- | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Shares
issued for cash
|
3,000,000 | 3,000 | 3,000 | ||||||||||||||||||
Net
loss
|
(455 | ) | (455 | ) | |||||||||||||||||
Balances,
October 31, 2007
|
3,000,000 | $ | 3,000 | $ | - | $ | (455 | ) | $ | 2,545 | |||||||||||
Imputed
interest on shareholder loan
|
485 | 485 | |||||||||||||||||||
Net
loss
|
(18,040 | ) | (18,040 | ) | |||||||||||||||||
Balances,
October 31, 2008
|
3,000,000 | 3,000 | 485 | (18,495 | ) | (15,010 | ) | ||||||||||||||
Imputed
interest on shareholder loan
|
1,157 | 1,157 | |||||||||||||||||||
Shares
issued for services
|
06/12/09
|
1,200,000 | 1,200 | 1,200 | |||||||||||||||||
Forgiveness
of related party debt
|
24,627 | 24,627 | |||||||||||||||||||
Expenses
paid by a related party
|
3,350 | 3,350 | |||||||||||||||||||
Net
loss
|
(15,324 | ) | (15,324 | ) | |||||||||||||||||
Balances,
October 31, 2009
|
4,200,000 | $ | 4,200 | $ | 29,619 | $ | (33,819 | ) | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-4
(Formerly
Roman Acquisition Corp.)
(A
Development Stage Company)
Statements
of Cash Flows
Year
Ended October 31, 2009
|
Year
Ended October 31, 2008
|
From
Inception (August 27, 2007) to October 31, 2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (15,324 | ) | $ | (18,040 | ) | $ | (33,334 | ) | |||
Adjustments
to reconcile net loss with cash used in operations:
|
||||||||||||
Imputed
interest on related-party payable
|
1,157 | 485 | 1,642 | |||||||||
Stock
based compensation
|
1,200 | - | 1,200 | |||||||||
Changes
in:
|
||||||||||||
Prepaid
expenses
|
- | 2,500 | ||||||||||
Accounts
payable, related party
|
- | 15,010 | - | |||||||||
Net
cash used in operating activities
|
(12,967 | ) | (45 | ) | (30,977 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
- | - | - | ||||||||||
Net
cash provided by / used in investing activities
|
- | - | - | |||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds
from the issuance of common stock
|
3,000 | |||||||||||
Expensese
paid by shareholder
|
12,967 | - | 27,977 | |||||||||
Net
cash provided by financing activities
|
12,967 | - | 30,977 | |||||||||
NET
INCREASE / (DECREASE) IN CASH
|
- | (45 | ) | - | ||||||||
Cash
at beginning of period
|
- | 45 | - | |||||||||
Cash
at end of period
|
$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL
DISCLOSURES
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-5
(Formerly
Roman Acquisition Corp.)
(A
Development Stage Company)
Notes to
Financial Statements
October
31, 2009 and 2008
NOTE 1 –
NATURE OF ORGANIZATION
Business
and Organization
The
company was incorporated under the laws of the State of Nevada on August 27,
2007 with no principal business activity other than seeking a merger or
acquisition of an existing operating company. On July 15, 2009,
we changed the name of the Company from Roman Acquisition Corp. to Fire From
Ice, Inc.
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Presentation
The
Company follows accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the periods presented have been reflected
herein.
Use of
Estimates
The
preparation of financial statements, in conformity with accounting principles
generally accepted in the United States, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these
estimates.
Cash and
Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents. There are no cash equivalents at October 31, 2009 and
2008.
Revenue
Recognition
The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, the seller’s price to the
buyer is fixed or determinable, and collection
is reasonable assured.
Basic and Diluted Net Loss Per Share
The
Company follows ASC No. 260, “Earnings Per Share” (ASC No. 260) that requires
the reporting of both basic and diluted earnings (loss) per
share. Basic earnings (loss) per share is computed by dividing net
income (loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. The calculation
of diluted earnings (loss) per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. In accordance with ASC No. 260, any anti-dilutive
effects on net earnings (loss) per share are excluded. For the
periods ended October 31, 2009 and 2008, there were no common stock
equivalents.
For the
year ended October 31, 2009 and 2008, there were no potentially dilutive
securities outstanding.
Fair
Value of Financial Instruments
Pursuant
to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is
required to estimate the fair value of all financial instruments included on its
balance sheet as of December 31, 2009. The Company’s financial instruments
consist of cash. The Company considers the carrying value of such
amounts in the financial statements to approximate their fair value due to the
short-term nature of these financial instruments.
F-6
Income
Taxes
The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets likely.
Recent
Accounting Pronouncements
In June
2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No.
105. The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (ASC 105). ASC 105 has become the
single source authoritative nongovernmental U.S. generally accepted accounting
principles (GAAP), superseding existing FASB, American Institute of Certified
Public Accountants, Emerging Issues Task Force, and related accounting
literature. ASC 105 reorganized the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure. Also included is relevant SEC guidance organized using the
same topical structure in separate sections. The Company adopted ASC
105 on July 1, 2009. The adoption of ASC 105 did not have an impact
on the Company’s financial position or results of operations.
On
April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments –
Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC
825-10-65 amends ASC 825-10 to require disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements and also amends ASC 270-10 to require those disclosures in all
interim financial statements. The adoption of ASC 825-10-65 did not have a
material impact on the Company’s results of operations or financial
condition.
On
April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855).
ASC 855 establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and the basis for
that date – that is, whether that date represents the date the financial
statements were issued or were available to be issued. This disclosure
should alert all users of financial statements that an entity has not evaluated
subsequent events after that date in the set of financial statements being
presented. The adoption of ASC 855 did not have a material impact on the
Company’s results of operations or financial condition.
On
July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided
amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for
the fair value measurement of liabilities. ASU 2009-05 provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required are Level 1 fair value measurements. The
adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.
In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU
2009-13). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective
basis for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption permitted.
The Company does not expect adoption of ASU 2009-13 to have a material impact on
the Company’s results of operations or financial condition.
F-7
NOTE 3 -
GOING CONCERN
The
Company's financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has had no revenues and has generated
from operations.
In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues. Management's plans
include seeking a merger with an existing operating company.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. 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 4 –
COMMON STOCK
As of
October 31, 2007 we had 3 million shares of common stock outstanding which were
purchased by our Chief Executive Officer and are considered founders’
shares. The shares were purchased for $3,000 (their par
values).
During
the twelve months ended October 31, 2008, we issued no additional
shares.
On June
16, 2009, we issued 1 million common shares to our Corporate Secretary for
services and recognized $1,000 of expense, based on the price of the most recent
sale of Company stock.
On June
16, 2009, we also issued 200,000 shares to our Chief Financial Officer and
recognized $200 of expense, based on the price of the most recent sale of
Company stock.
We have
no potentially dilutive financial instruments outstanding.
NOTE 5 –
INCOME TAXES
Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities. Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return. Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the periods ended October 31, 2009and 2008 due to the following:
2009
|
2008
|
|||||||
Book
loss
|
$ | 13,111 | $ | 6,745 | ||||
Valuation
allowance
|
(13,111 | ) | (6,745 | ) | ||||
$ | - | $ | - |
At
October 31, 2009, the Company had net operating loss forwards of approximately
$33,600 that may be offset against future taxable income through
2029. No tax benefit has been reported in the October 31, 2009
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
NOTE 6 –
RELATED PARTY TRANSACTIONS
For the
period from inception (August 27, 2007) to October 31, 2008, our operations were
funded by non-interest-bearing loans in the amount of $15,010 from our sole
shareholder, Micheal Nugent. During that period, we imputed
interest in the amount of $485 and credited Additional Paid in
Capital.
Additionally,
for the period from November 1, 2008 to October 31, 2009, additional loans were
made by our Corporate Secretary, Robert Smith, in the amount of
$9,617. For the year ended October 31, 2009, we imputed $1,157 of
interest and credited Additional Paid in Capital.
During
the year ended October 31, 2009, both of these loans were forgiven and the
balances owed were treated as contributed capital.
NOTE 7 –
SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date these financial
statements were issued and determined there were none.
F-8
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Fire
From Ice, Inc.
|
|
Date:
March 15, 2010
|
By: /s/ Michael
Nugent
|
Michael
Nugent
|
|
Chairman
and Chief Executive Officer
|
In
accordance with the Exchange Act , this report has been duly signed by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.
/s/Sonny
Nugent
|
|
Sonny
Nugent
|
Date:
March 15, 2010
|
Chief
Financial Officer
|
|
/s/ Robert
Smith
|
|
Robert
Smith
|
Date:
March 15, 2010
|
Corporate
Secretary
|
-17-