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EX-31 - CERTIFICATION - Corporate Equity Investments, Inc.ssgexhibit31.htm
EX-32 - CERTIFICATION - Corporate Equity Investments, Inc.ssgexhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 1)

(Mark One)


T

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

£

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-53046


SECURITY SOLUTIONS GROUP, INC.

(Formerly CORPORATE EQUITY INVESTMENTS, INC.)

(Exact name of registrant as specified in its charter)


Nevada

  

20-8090735

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

 

 

3651 Lindell Road, Suite D-150,

Las Vegas, NV  89103

 

702-943-0302

(Address of principal executive offices)

 

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of each class registered:

Name of each exchange on which registered:

None

None

  

 

Securities registered under Section 12(g) of the Act:


Common Stock, Par Value $0.001
(Title of class)

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   £  No   T


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 T



1





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 T  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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £  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. T


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. (Check one):


Large accelerated filer £

 

Accelerated filer £

 

Non-accelerated filer £
(Do not check if a smaller reporting company)

 

Smaller reporting company T

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes T  No £


The outstanding number of shares of common stock as of March 31, 2010 was 32,720,000.  


Documents incorporated by reference:  None




2




EXPLANATORY NOTE

 

Security Solutions Group, Inc, (formerly Corporate Equity Investments, Inc.) (the “Company”) is filing Amendment No.1 to its Annual Report on Form 10-K for the year ended December 31, 2009 (the "Form 10-K"), to respond to certain comments received by us from the Staff of the Securities and Exchange Commission in connection with its review of our Form 10-K.  The purpose of the amendment is to file amended reports of the Company’s independent auditors that include (1) the inclusion of a reference to the Company’s former auditor’s audit report in both the scope and opinion paragraphs of the audit report for the year ended December 31, 2009, and (2) the inclusion of the period from December 22, 2006 (Inception) to December 31, 2008 in the opinion paragraph of the former auditor’s audit report for the year ended December 31, 2008.


This amendment sets forth the complete text of Item 8 of the Form 10-K as amended.  The Company is including as exhibits currently dated certification of the Company’s Chief Executive Officer.  No other changes have been made to the Annual Report, as previously filed on April 5, 2010. This amendment does not reflect subsequent events occurring after the filing date of the original Annual Report or, unless otherwise noted herein, modify or update any disclosures made in the original Annual Report.


PART II


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The financial statements required by Item 8 are submitted in a separate section of this report, beginning on F-1, and are incorporated herein and made a part hereof.



3




Report of Independent Registered Public Accounting Firm


To the Board of Directors of

Security Solutions Group, Inc. (formerly Corporate Equity Investments, Inc.)

(A Development Stage Company)

Las Vegas, Nevada


We have audited the accompanying balance sheet of Security Solutions Group, Inc. (the “Company”) as of December 31, 2009, and the related statement of operations, stockholders' deficit, and cash flows for the year then ended and for the period from December 22, 2006 (Inception) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the balance sheet as of December 31, 2008 or the statements of operations, stockholder’s deficit and cash flows for the period from December 22, 2006 (Inception) to December 31, 2008, which totals reflected a deficit of $37,546 accumulated during the development stage. Those financial statements and cumulative totals were audited by other auditors whose report dated March 23, 2009, expressed an unqualified opinion on those statements and cumulative totals, and included an explanatory paragraph regarding the Company’s ability to continue as a going concern. Our opinion, insofar as it relates to amounts included for that period is based on the report of other independent auditors, mentioned above.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Security Solutions Group, Inc. as of December 31, 2009, and the results of its operations and its cash flows for the year then ended and for the period from December 22, 2006 (Inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements, the Company's losses from operations, and its need for additional financing in order to fund its projected loss in 2010 raise substantial doubt about its ability to continue as a going concern. The 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ LLB & Associates Ltd. LLP

LBB & Associates Ltd., LLP

Houston, Texas

March 29, 2010



4




To the Board of Directors and Shareholders

Corporate Equity Investments, Inc. Miami, Florida



Report of Independent Registered Public Accounting Firm



We have audited the balance sheet of Corporate Equity Investments, Inc. as of December 31, 2008 and the related statements of operations, stockholders' deficit and cash flows for the year ending December 31, 2008 and for the period from December 22, 2006 (Inception) to December 31, 2008. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Corporate Equity Investments, Inc. as of December 31, 2008, the results of operations and its cash flows for the year ended December 31, 2008 and for the period from December 22, 2006 (Inception) to December 31, 2008, in conformity with generally accepted accounting principles in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred net losses since inception, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.



/s/ Hawkins Accounting

Hawkins Accounting

March 23, 2009

Los Angeles, CA












1925 Century Park East Suite 2050 Los Angeles, CA 90067

(310)553-5707 Fax (310)553-5337

HawkinsAccounting@cpahawkins.com



5




SECURITY SOLUTIONS GROUP, INC.

(Formerly known as Corporate Equity Investments, Inc.)

(A Development Stage Company)

BALANCE SHEETS


 

 

December 31,

 

 

2009

 

 

2008

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

3,000 

 

 

$

170 

 

 

 

 

 

 

        Total current assets

 

3,000 

 

 

170 

 

 

 

 

 

 

Total assets

 

$

3,000 

 

 

$

170 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

34,712 

 

 

$

3,015 

Due to related parties

 

37,725 

 

 

28,522 

        Total current liabilities

 

72,437 

 

 

31,537 

 

 

 

 

 

 

Total liabilities

 

72,437 

 

 

31,537 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

Preferred stock (no par value, 0 and 5,000,000 shares

 

 

 

 

 

    authorized at December 31, 2009 and 2008, respectively.

 

 

 

 

 

    none issued and outstanding)

 

 

 

Common stock $0.001 par value, 500,000,000 shares

 

 

 

 

 

    authorized, 32,720,000 and 32,480,000 shares issued and

 

 

 

 

 

    outstanding at December 31, 2009 and 2008, respectively

 

32,720 

 

 

32,480 

Additional paid in capital

 

15,736 

 

 

(26,301)

Deficit accumulated during the development stage

 

(117,893)

 

 

(37,546)

Total stockholders’ deficit

 

(69,437)

 

 

(31,367)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$

3,000 

 

 

$

170 

 

 

 

 

 

 


See accompanying notes to financial statements



6




SECURITY SOLUTIONS GROUP, INC.

(Formerly known as Corporate Equity Investments, Inc.)

(A Development Stage Company)

STATEMENTS OF OPERATIONS


 

 

 

 

December 22, 2006

 

 

 

 

 (inception) to

 

 

December 31, 2009

 

December 31

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

Professional fees

 

$

66,300 

 

$

22,330 

 

$

103,846 

 

General and administrative expenses

 

14,047 

 

 

14,047 

 

 

 

 

 

 

 

 

Total operating expenses

 

80,347 

 

22,330 

 

117,893 

 

 

 

 

 

 

 

 

Net loss

 

$

(80,347)

  

$

(22,330)

 

$

(117,893)

 

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

 

 

outstanding during the period - basic and diluted

 

32,591,123 

 

32,410,488 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.002)

 

$

(0.001)

 

 




See accompanying notes to financial statements




7





SECURITY SOLUTIONS GROUP, INC.

(Formerly known as Corporate Equity Investments, Inc.)

 (A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 Common Stock

 

Additional Paid- In

 

 Accumulated

 

 

 

 

 Shares

 Amount

 

 Capital

 

 Deficit

 

 Total

Balance,

 

 

 

 

 

 

 

 

 

December 22, 2006

-

$

-

 

$

 

$

 

$

Common stock issued to founder for cash

16,000,000

16,000

 

(14,000)

 

 

2,000 

Contributed capital-related party

-

-

 

70 

 

 

70 

Net loss

-

-

 

 

(70)

 

(70)

Balance,

 

 

 

 

 

 

 

 

 

December 31, 2006

16,000,000

16,000

 

(13,930)

 

(70)

 

2,000 

Common stock issued for cash

16,000,000

16,000

 

(14,000)

 

 

2,000 

Contributed capital-related party

-

-

 

610 

 

 

610 

Net loss

-

-

 

 

(15,146)

 

(15,146)

Balance,

 

 

 

 

 

 

 

 

 

December 31, 2007

32,000,000

32,000

 

(27,320)

 

(15,216)

 

(10,536)

Issuance of common stock for cash

480,000

480

 

1,019 

 

 

1,499 

Net loss

-

-

 

 

(22,330)

 

(22,330)

Balance,

 

 

 

 

 

 

 

 

 

December 31, 2008

32,480,000

32,480

 

(26,301)

 

(37,546)

 

(31,367)

Issuance of common stock for cash

240,000

240

 

2,760 

 

 

3,000 

Contributed capital-related party

-

-

 

39,277 

 

 

39,277 

Net loss

-

-

 

 

(80,347)

 

(80,347)

Balance,

 

 

 

 

 

 

 

 

 

December 31, 2009

32,720,000

$

32,720

 

$

15,736 

 

$

(117,893)

 

$

(69,437)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



See accompanying notes to financial statements



8




SECURITY SOLUTIONS GROUP, INC

(Formerly known as Corporate Equity Investments, Inc.)

(A Development Stage Company)

Statements of Cash Flows

 

 

 

 

 

 

December 22,

 

 

 

 

 

 

2006

 

 

 

 

 

 

 (inception)

 

 

December 31,

 

December 31,

 

to December31,

 

 

2009

 

2008

 

2009

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(80,347)

 

$

(22,330)

 

$

(117,893)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

Contributed capital-related party

 

 

 

680 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

37,952 

 

3,016 

 

40,967 

 

Deposits on hand

 

 

250 

 

 

Deposit on unissued stock

 

 

(250)

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(42,395)

 

(19,314)

 

(76,246)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from related parties

 

42,225 

 

16,835 

 

70,747 

 

Proceeds from sale of common stock

 

3,000 

 

1,499 

 

4,499 

 

Proceeds from sale of common stock-related parties

 

 

 

4,000 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

45,225 

 

18,334 

 

79,246 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

2,830 

 

(980)

 

3,000 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

170 

 

1,150 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$

3,000 

 

$

170 

 

$

3,000 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Income taxes paid

 

$

  

$

  

$

Interest paid

 

$

  

$

  

$

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash financing activity:

 

 

 

 

 

 

Extinguishment of liabilities, net

 

$

(39,277)

 

$

 

$

(39,277)



See accompanying notes to financial statements




9





SECURITY SOLUTIONS GROUP, INC.

(Formerly known as Corporate Equity Investments, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009


Note 1 - Nature of Operations and Summary of Significant Accounting Policies

Nature of operations

Security Solutions Group, Inc. (“SSG”) (formerly Corporate Equity Investments, Inc. (“CEI”)) was incorporated in Florida on December 22, 2006. CEI was formed to serve as a vehicle to effect an asset acquisition, merger, or business combination with a domestic or foreign business.  On April 1, 2009, DMP Holdings, Inc., (“DMP”) a privately held Utah company, acquired from various shareholders 32,312,000 shares of common stock of CEI at varying prices, which resulted in a change of control.  DMP beneficially and directly owns 32,312,000 shares of common stock which represents 98.75% of the outstanding shares of the common stock of the company based on 32,720,000 shares outstanding as of December 31, 2009.  


On July 30, 2009, the Board of Directors and a majority of the shareholders approved the filing of Articles of Conversion with the Nevada Secretary of State which effectively changed the domicile of CEI from Florida to Nevada and changed the name of the company from Corporate Equity Investments, Inc. to Security Solutions Group, Inc. In conjunction with the incorporation in the State of Nevada, SSG increased its number of authorized shares of common stock from 100,000,000 to 500,000,000.  On August 6, 2009, the Board of Directors of the Company approved an 8 to 1 forward common stock split to all shareholders of record on August 6, 2009.  All stock transactions noted herein have been adjusted to account for the forward stock split unless otherwise noted.


Unless the context indicates otherwise, references herein to “we,” “our,” “CEI” or the “Company” during periods prior to April 1, 2009 refer solely to CEI, while references to “we,” “our,” “SSG” or the "Company" after April 1, 2009 refer to SSG.


Development Stage

The Company’s financial statements are presented as those of a development stage enterprise.  Activities during the development stage primarily include related party equity-based financing and development of the business plan, hiring of a legal firm, minor operational set up (i.e. office), costs for United States Security and Exchange Commission, transfer agent and State regulatory filings, additional auditor costs for business reviews, as well as minimum compensation paid to the former president of $6,000. As of December 31, 2009 the Company had not yet commenced operations.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.


A significant estimate in 2009 and 2008 included a 100% valuation allowance for deferred taxes due to the Company’s continuing and expected future losses.




10




Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents.  At December 31, 2009, the Company has no cash equivalents.


Net Loss per Share

Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period.  Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, 2009 and 2008, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.


Income Taxes

The Company accounts for income taxes utilizing the liability method.  Under such method, deferred income tax assets are recognized for the tax consequences of temporary differences between the tax and financial statement reporting bases of assets and liabilities.  A valuation allowance can be provided for a net deferred tax asset, due to uncertainty of realization.


Reclassifications 

Certain amounts in the year 2008 financial statements have been reclassified to conform to the year 2009 presentation. The results of these reclassifications did not materially affect the Company’s financial position, results of operations or cash flows.

 

Recently Issued Accounting Pronouncements

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification TM(Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements .


The Company adopted changes issued by the FASB regarding accounting for business combinations. These changes apply to all assets acquired and liabilities assumed in a business combination that arise from certain contingencies and requires (i) an acquirer to recognize at fair value, at the acquisition date, an asset acquired or liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period otherwise the asset or liability should be recognized at the acquisition date if certain defined criteria are met; (ii) contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be recognized initially at fair value; (iii) subsequent measurements of assets and liabilities arising from contingencies be based on a systematic and rational method depending on their nature and contingent consideration arrangements be measured subsequently; and (iv) disclosures of the amounts and measurement basis of such assets and liabilities and the nature of the contingencies. These guidelines are effective for business combinations completed on or after the first annual reporting period beginning on



11




or after December 15, 2008.  The adoption of these guidelines had no material impact to the Company’s financial position, results of operations or cash flows.

  

In March 2008, the FASB issued new disclosure requirements regarding derivative instruments and hedging activities. Entities must now provide enhanced disclosures on an interim and annual basis regarding how and why the entity uses derivatives; how derivatives and related hedged items are accounted for, and how derivatives and related hedged items affect the entity’s financial position, financial results and cash flow. Pursuant to the transition provisions, the Company adopted these new requirements on January 1, 2009. The adoption of this standard did not have a material effect on our consolidated financial statements.


In May 2009, the FASB issued guidelines on subsequent event accounting which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. 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 this guidance did not have an impact on this company’s financial statements. 


Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statement upon adoption.

 

Note 3 – Going Concern


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred a net operating loss of $80,347 for the year ended December 31, 2009; a deficit accumulated during the development stage of $117,893 and a stockholders’ deficit of $69,437 as of December 31, 2009, all of which raise substantial doubt about the Company’s ability to continue as a going concern.  In addition, the Company is in the development stage and has not yet generated any revenues.  The ability of the Company to continue as a going concern is dependent on Management’s plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


Note 4 – Asset Purchase and Rescission Agreement


On November 12, 2009, the Company entered into an Asset Purchase, Sale and Transfer Agreement (the “Agreement”) with DMP.  Under the terms of the Agreement, DMP agreed to sell, transfer and assign, and the Company agreed to purchase and accept all of DMP’s rights, title and interest in and to certain assets, including brand protection, loss prevention and asset management technology, intellectual property, agreements, contracts, documents, equipment and inventory, specifically designed to provide a total solution in the area of brand protection and loss prevention products and services (the “Assets”).  In consideration for the Assets, the Company issued a promissory note in favor of DMP in the amount of $407,500.


12





On December 31, 2009, the Company entered into a Rescission Agreement (the “Rescission Agreement”) rescinding the Asset Purchase, Sale and Transfer Agreement it entered into with DMP Holdings, Inc. on November 12, 2009.  Under the terms of the Agreement, the Promissory Note previously entered into by the Company was cancelled by DMP, and all of the rights, title and interest in and the Assets was transferred back to DMP.  The Company’s results of operations do not reflect any activity based on its inability to meet all merger terms .


Note 5 – Due to Related Parties


Operations since the change in control on April 1, 2009 have been funded solely by a company also owned by DMP.  As of December 31, 2009, $37,725 was owed to this related party, for which interest is not being charged.


Note 6 – Extinguishment of Debt


Prior to the change in control on April 1, 2009, the Company had a $33,022 note payable to a related party, accounts payable of $6,425 and cash of $170.   In conjunction with the change in control of the Company, the note payable, along with the accounts payable less the cash, were eliminated with the proceeds received from DMP.  The resulting extinguishment of debt, totaling $39,277 was treated as contributed capital-related party in the accompanying financial statements as of December 31, 2009.  


Note 7 - Income Taxes


The Company recognizes deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company establishes a valuation allowance to reflect the likelihood of realization of deferred tax assets.


The Company has a net operating loss carryforward for tax purposes totaling approximately $118,000 at December 31, 2009 expiring through the year 2029.  Due to our change in control on April 1, 2009, there is the potential that a portion of our net operating loss carryforward may not be recognizable.


The provision for refundable Federal income tax consists of the following as of December 31:


 

 

2009

 

2008

Refundable Federal income tax calculated at statutory rate of 35%

 

$

28,000 

 

8,000 

Less – Change in valuation allowance

 

(28,000)

 

(8,000)

Net refundable amount

 

$

 

$


The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows at December 31:

 

 

2009

 

2008

Deferred tax asset attributable to

 

 

 

 

Net operating losses carried forward

 

$

42,000

 

$

13,700 

Less:  Valuation allowance

 

(42,000)

 

(13,700)

Net deferred tax asset

 

$

-

 

$




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The Company established a full valuation allowance in accordance with the provision of ASC No. 760, “Deferred Tax Assets and Liabilities.” The Company continually reviews the adequacy of the valuation allowance and recognizes a benefit from income taxes only when reassessment indicates that it is more likely than not that the benefits will be realized.


No provision was made for federal income tax since the Company has net operating losses.  


Note 8 – Stockholders’ Equity


Common Stock

·

Year ended December 31, 2006

On December 22, 2006, the Company issued 16,000,000 shares of common stock, par value $.001 per share, to its founding shareholders in exchange for $2,000 in cash.

·

Year ended December 31, 2007

On July 31, 2007, the Company issued 16,000,000 shares of common stock, par value $.001 per share, to an individual in exchange for $2,000 in cash.

·

Year ended December 31, 2008

On February 22, 2008, the Company issued 480,000 shares of common stock, par value $.001 per share, in exchange for $1,499 in cash.

·

Year ended December 31, 2009

On July 15, 2009, the Company issued 240,000 shares of common stock, par value $.001 per share, in exchange for $3,000 in cash.  Said shares were sold primarily to employees of a company related to DMP and their family members.


Contributed Capital – Related Party


·

Year ended December 31, 2006

A related party of the Company’s President paid $70 for certain general and administrative expenses on behalf of the Company

·

Year ended December 31, 2007

A related party of the Company’s President contributed professional services to the Company aggregating $400.  The value of services was based upon the fair value of the services provided.

A related party of the Company’s President paid $210 for certain general and administrative expenses on behalf of the Company.


Note 9 – Subsequent Events


Management evaluated all activity of the Company through the date the financial statements were issued and concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements.





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Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

Security Solutions Group, Inc.

(Registrant)

  

  

  

  

  

Date: October 11, 2010

By:

/s/  Phil Viggiani           

Phil Viggiani

President, Secretary and Treasurer

(Principal Accounting Officer and Authorized Officer)

  

  

  

 

  

  

  

 

  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 Name

 

Title

 

Date

 

/s/ Phil Viggiani

President, Secretary, Treasurer and Director  (Principal Accounting Officer and Authorized Officer)

 

October 11, 2010

/ s/ Wayne Lipkus

Director

October 11, 2010

 

 

 

 

 

 

 

 

 

 

 

 



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