Attached files
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EX-31.2 - KAIBO FOODS Co Ltd | v205894_ex31-2.htm |
EX-32.1 - KAIBO FOODS Co Ltd | v205894_ex32-1.htm |
EX-31.1 - KAIBO FOODS Co Ltd | v205894_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment No.
1)
¨ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31,
2009
or
¨ TRANSITION REPORT UNDER SECTION13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from _____________ to ________________
Commission
file number: 333-149294
CFO
CONSULTANTS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
42-1749358
|
|
(State
or other jurisdiction of
|
||
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
|
Rm.
2102 F & G, Nan Fung Centre, 264-298 Castle Peak Rd.
|
||
Tsuen
Wan, N.T., Hong Kong
|
||
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: +852 2412
2208
Securities
registered pursuant to Section 12(b) of the Act: None
Name of
each exchange on which registered:
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value
$0.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ 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 Exchange
Act. Yes ¨ No
x
Indicate
by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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. 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
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 ¨
For the
year ended December 31, 2009, the issuer had no revenues.
As of
March 31, 2009, there was no active trading market for the issuer’s common
stock, $.001 par value. The issuer has been cleared to trade on the
OTC:BB.
The
number of shares outstanding of the issuer’s common stock, $.001 par value, as
of March 31, 2009 was 5,655,000 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Explanatory
Note
This
Amendment No. 1 to the Annual Report on Form 10-K filed by CFO Consultants,
Inc., a Nevada corporation (“we,” “our,” “us,” or the “Company”), on April 6,
2010 is being filed to (i) include audited balance sheets of CFO Consultants,
Inc. as of December 31, 2009 and 2008, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the period from the date of
inception on December 10, 2007 to December 31, 2009, (ii) include a new audit
report of Sam Kan & Company, our independent registered public accounting
firm, for the period covered by the financial statements, (iii) include an
updated Exhibit List in Item 15, (iv) include updated Exhibit 31 and 32
certifications for our principal executive and financial officers, and (iv)
update the disclosure in Item 9A.
Except as specifically referenced
herein, this Amendment No. 1 to Annual Report on Form 10-K/A does not reflect
any event occurring subsequent to April 6, 2009, the filing date of the original
report, and no other changes have been made to the report.
Item
9A(T)
(a)
Evaluation of Disclosure Controls and Procedures
Our
management, with the participation of our president and chief financial officer,
carried out an evaluation of the effectiveness of our “disclosure controls and
procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as
of the end of the period covered by this report (the “Evaluation Date”). Based
upon that evaluation, the president and chief financial officer concluded that
as of the Evaluation Date, our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms and
(ii) is accumulated and communicated to our management, including our president
and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.
(b) Management’s Report on Internal
Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our management assessed the effectiveness of our internal control
over financial reporting as of December 31, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2009, our
internal control over financial reporting are not effective based on these
criteria. 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 SEC that permit us to
provide only management’s report in this annual report.
We have
noted the following deficiencies in our control environment: a) the lack of an
internal audit function or other effective mechanism for ongoing monitoring of
the effectiveness of internal controls and b) insufficient documentation and
communication of our accounting policies and procedures as of December 31,
2009.
We have
noted the following deficiencies in the staffing of our financial accounting
department: The number of qualified accounting personnel with experience in
public company SEC reporting and GAAP is limited. This weakness does not enable
us to maintain adequate controls over our financial accounting and reporting
processes regarding the accounting for non-routine and non-systematic
transactions. There is a risk that a material misstatement of the financial
statements could be caused, or at least not be detected in a timely manner, by
this shortage of qualified resources.
Prior to
October 21, 2010, we were a shell company. On October 21, 2010, we
acquired Hong Kong Wai Bo International Limited, which wholly owns our newly
acquired operating companies. Following this acquisition, and in
order to rectify these deficiencies, we have implemented a new control
environment and hired a new Principal Accounting Officer who has audit
experience and who is familiar with US GAAP.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities Exchange
Commission that permit the company to provide only management’s report in this
annual report.
(c)
Changes in Internal Control over Financial Reporting
There
were no changes in our internal controls over financial reporting that occurred
during the last fiscal quarter covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Item
15. Exhibits and Financial Statement Schedules.
Financial
Statements
Financial
statements filed as part of this report:
|
·
|
Consolidated
Balance Sheets of CFO Consultants, Inc. as of December 31, 2009 and
2008
|
·
|
Statements
of Operations for the period from the date of inception on December 10,
2007 to December 31, 2009
|
|
·
|
Statement
of Changes in Stockholders' Equity (Deficiency) for the period from the
date of inception on December 10, 2007 to December 31,
2009
|
|
·
|
Statement
of Cash Flows for the years ended December 31, 2009 and 2008 and for the
period from the date of inception on December 10, 2007 to December 31,
2009
|
|
·
|
Notes
to financial statements
|
Exhibits
Exhibit No.
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CFO
CONSULTANTS, INC.
|
|||
Date:
December 21, 2010
|
|||
By:
|
/s/ Joanny Kwok
|
||
Joanny
Kwok, President
|
|||
|
In
accordance with 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.
Date:
December 21, 2010
|
||||
By:
|
/s/ Joanny Kwok
|
|||
Joanny
Kwok, President and Director
|
||||
(Principal
Executive Officer)
|
||||
|
||||
Date:
December 21, 2010
|
||||
By:
|
/s/ Ken Tsang
|
|||
Ken
Tsang, Chief Financial Officer
|
||||
(Principal
Financial and Accounting Officer)
|
||||
|
||||
|
CFO
CONSULTANTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
AUDITED
FINANCIAL STATEMENTS
FOR
THE PERIOD ENDED
DECEMBER
31, 2009
SAM
KAN AND COMPANY
1151
HARBOR BAY PKWY, STE 101
ALAMEDA,
CA 94502
TABLE
OF CONTENTS
Page
|
|
INDEPENDENT
AUDITOR’S REPORT
|
F-3
|
FINANCIAL
STATEMENTS
|
|
Balance
Sheet
|
F-4
|
Statement
of Operations
|
F-5
|
Statement
of Cash Flows
|
F-6
|
Statement
of Stockholders’ Equity
|
F-7
|
Notes
to Financial Statements
|
F-8
|
F-2
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors of
CFO
Consultants, Inc.
(A
Development Stage Company)
Palm
Springs, California
We have
audited the accompanying balance sheets of CFO Consultants, Inc. as of December
31, 2009 and 2008, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the period from the date of inception on
December 10, 2007 to 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 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CFO Consultants, Inc. (A
Development Stage Company) as of December 31, 2009 and 2008, and the results of
their operations and their cash flows for the period from the date of inception
on December 10, 2007 to December 31, 2009 then ended in conformity with U.S.
generally accepted accounting principles.
We were
not engaged to examine management's assessment of the effectiveness of CFO
Consultants, Inc.’s internal control over financial reporting as of December 31,
2009 and 2008, and accordingly, we do not express an opinion
thereon.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note B to the consolidated
financial statements, the Company has suffered recurring losses and has
experienced negative cash flows from operations, which raises substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to those matters are also described in Note B to the consolidated
financial statements. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Sam Kan
& Company,
March 31,
2010
Alameda,
California
F-3
CFO
CONSULTANTS, INC.
(A
Development Stage Enterprise)
Balance
Sheets
December
31,
|
||||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
|
|
|||||||
Current
assets
|
|
|||||||
Cash
|
113 | 960 | ||||||
Prepaid
Expenses
|
$ | - | $ | - | ||||
Accounts
receivable
|
||||||||
Total
current assets
|
113 | 960 | ||||||
Total
assets
|
$ | 113 | $ | 960 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 4,230 | $ | - | ||||
Total
current liabilities
|
4,230 | - | ||||||
Stockholders'
Deficit
|
||||||||
Common
stock, $.0001 par value; 75,000,000 shares authorized, 5,655,000 and
5,580,000 shares issued and outstanding at December 30, 2009 and
2008
|
5,655 | 5,580 | ||||||
Additional
paid in capital
|
24,145 | 23,470 | ||||||
Deficit
accumulated during the development stage
|
(33,917 | ) | (28,090 | ) | ||||
Total
stockholders' deficit
|
(4,117 | ) | (960 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 113 | $ | 960 |
See
accompanying notes to financial statements
F-4
CFO
CONSULTANTS, INC.
(A
Development Stage Enterprise)
Statement
of Operations
|
Year Ended
December 31,
2009
|
For Year Ended
December, 31 2008
|
For the period from
December 10, 2007
(inception) to
December 31, 2009
|
|||||||||
|
||||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
|
||||||||||||
Expenses
|
||||||||||||
General and administrative
|
5,827 | 28,090 | 33,917 | |||||||||
Total
expenses
|
5,827 | 28,090 | 33,917 | |||||||||
|
||||||||||||
Net
loss
|
$ | (5,827 | ) | $ | (28,090 | ) | $ | (33,917 | ) | |||
|
||||||||||||
Basic
and diluted loss per common share
|
$ | (0.0012 | ) | $ | (0.0063 | ) | ||||||
|
||||||||||||
Weighted
average shares outstanding
|
5,051,414 | 4,456,226 |
See
accompanying notes to financial statements
F-5
CFO
CONSULTANTS, INC.
(A
Development Stage Enterprise)
Statements
of Cash Flows
Year Ended
December 31,
2009
|
Year Ended
December
31, 2008
|
For the period
from
December 10,
2007
(inception) to
December 31,
2009
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
loss
|
$ | (5,827 | ) | $ | (28,090 | ) | $ | (33,917 | ) | |||
Changes
in operating assets and liabilities
|
||||||||||||
Stock
Issuance for services
|
750 | - | 750 | |||||||||
Prepaid
expenses
|
- | - | - | |||||||||
Accounts
payable
|
4,230 | - | 4,230 | |||||||||
Net
cash used in operating activities
|
(847 | ) | (28,090 | ) | (28,937 | ) | ||||||
Cash
flows from investing activities
|
- | - | - | |||||||||
Cash
flows from financing activities
|
||||||||||||
Common
stock issued for services
|
- | - | - | |||||||||
Proceeds
from sale of stock
|
- | 21,300 | 7,750 | |||||||||
Net
cash provided by financing activities
|
- | 21,300 | 7,750 | |||||||||
Net
change in cash
|
(847 | ) | (6,790 | ) | (21,187 | ) | ||||||
Cash
at beginning of period
|
960 | 7,750 | - | |||||||||
Cash
at end of period
|
$ | 113 | $ | 960 | $ | 113 | ||||||
Supplemental
disclosure of non-cash investing and financing activities
|
||||||||||||
Issuance
of 75,000 and 2,130,000 shares of common stock for professional and
consulting services for years ended December 31, 2009 and 2008
respectively
|
$ | 750 | $ | - | $ | 750 | ||||||
Supplemental
cash flow Information:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
See
accompanying notes to financial statements
F-6
CFO
CONSULTANTS, INC.
(A
Development Stage Enterprise)
Statement
of Changes in Stockholders' Deficit
Common
Stock
|
Additional
Paid
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
In
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance,
December 31, 2007 (Inception)
|
3,450,000 | $ | 3,450 | $ | 4,300 | $ | - | $ | 7,750 | |||||||||||
Common
stock issued for cash
|
2,130,000 | 2,130 | 19,170 | - | 21,300 | |||||||||||||||
Net
loss, period ended December 31, 2008
|
- | - | - | (28,090 | ) | (28,090 | ) | |||||||||||||
Balance,
December 31,, 2008
|
5,580,000 | 5,580 | 23,470 | (28,090 | ) | (960 | ) | |||||||||||||
Common
stock issued for cash
|
75,000 | 75 | 675 | - | 750 | |||||||||||||||
Net
loss, year ended December 31, 2009
|
- | - | - | (5,827 | ) | (5,827 | ) | |||||||||||||
Balance,December
31, 2009
|
5,655,000 | $ | 5,655 | $ | 24,145 | $ | (33,917 | ) | $ | 4,117 | ) |
See
accompanying notes to financial statements
F-7
CFO
Consultants, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For
The Years Ended December 31, 2009 and 2008
NOTE A –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary
of significant accounting policies of CFO Consultants, Inc. (A Development Stage
Company) (the Company) is presented to assist in understanding the Company’s
financial statements. The accounting policies presented in these footnotes
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the
accompanying financial statements. These financial statements and notes are
representations of the Company’s management who are responsible for their
integrity and objectivity. The Company has not realized revenues from its
planned principal business purpose and is considered to be in its development
state in accordance with ASC 915, “Development Stage Entities”, formerly known
as SFAS 7, “Accounting and
Reporting by Development State Enterprises.”
Organization, Nature of
Business and Trade Name
CFO
Consultants, Inc. (the Company) was incorporated in the State of Nevada on
December 10, 2007. CFO Consultants, Inc. was established to assist companies in
their need for CFO’s and CFO related service. The Company has elected a fiscal
year end of December 31st.
Basis of
Presentation
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reported period. Actual results could differ
from those estimates. Management further acknowledges that it is solely
responsible for adopting sound accounting practices, establishing and
maintaining a system of internal accounting control and preventing and detecting
fraud. The Company’s system of internal accounting control is designed to
assure, among other items, that (1) recorded transactions are valid; (2) all
valid transactions are recorded and (3) transactions are recorded in the period
in a timely manner to produce financial statements which present fairly the
financial condition, results of operations and cash flows of the company for the
respective periods being presented.
Use of
Estimates
The
preparation of financial statements in accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. A change in managements’ estimates or assumptions could
have a material impact on CFO Consultants, Inc.’s financial condition and
results of operations during the years in which such changes occurred. Actual
results could differ from those estimates. CFO Consultants, Inc.’s financial
statements reflect all adjustments that management believes are necessary for
the fair presentation of their financial condition and results of operations for
the years presented.
Property and
Equipment
Property
and equipment are carried at cost. Expenditures for maintenance and repairs are
charged against operations. Renewals and betterments that materially extend the
life of the assets are capitalized. When assets are retired or otherwise
disposed of, the cost and related accumulated depreciation are removed from the
accounts, and any resulting gain or loss is reflected in income for the period.
Depreciation
is computed for financial statement purposes on a straight-line basis over
estimated useful lives of the related assets.
F-8
CFO
Consultants, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For
The Years Ended December 31, 2009 and 2008
NOTE A –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and Equipment
(continued)
The
estimated useful lives of depreciable assets are:
Estimated
Useful
Lives
|
|
Office
Equipment
|
5-10
years
|
Copier
|
5-7
years
|
Vehicles
|
5-10
years
|
For
federal income tax purposes, depreciation is computed under the modified
accelerated cost recovery system. For audit purposes, depreciation is computed
under the straight-line method.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers all short-term
debt securities purchased with maturity of three months or less to be cash
equivalents.
Revenue and Cost
Recognition
The
Company provides custom solutions for business management needs. The Company
reports income and expenses on the accrual basis of accounting, whereby income
is recorded when it is earned and expenses recorded when they are incurred. In
this specific industry revenue from jobs is recognized as stipulated in each
contract for services. The Company currently has not met any contract terms for
recognition of revenue.
Cost of Goods
Sold
Job costs
include all direct materials, and labor costs and those indirect costs related
to contracted services. Selling, general and administrative costs are charged to
expense as incurred.
Advertising
Advertising
expenses related to specific jobs are allocated and classified as costs of goods
sold. Advertising expenses not related to specific jobs are recorded as general
and administrative expenses.
F-9
CFO
Consultants, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For
The Years Ended December 31, 2009 and 2008
NOTE A –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stockholders’ Equity: Common
stock
In
December 2007, the Company undertook a private offering of Two Million
(2,000,000) shares of common stock. The stock was offered with a price of .00315
per share. The private offering was made to Orion Investment Partners through a
subscription agreement that the shares were purchased with the intention of
holding the securities for investment purposes, with no intention of dividing or
allowing others to participate in this investment or to sell the securities for
at least one year in the event that the company becomes registered with the
Securities and Exchange Commission.
In
December 2007, the Company issued One Million Four Hundred Fifty Thousand
(1,450,000) shares of common stock to its officer and director, Norbert LeBoeuf.
This stock was issued to Mr. LeBoeuf at $0.001 per share which was estimated as
the market value of share price.
In the
subscription agreement the purchaser specifically agrees that if the Company has
an initial public offering prior to March 15, 2008, and the underwriter in such
offering requires the existing shareholders of the Company to agree to a lock-up
period during which such shareholders will not dispose of or pledge their
securities, the purchasers agree to the lock-up period prescribed by the
underwriter.
On
February 19, 2008, the Company filed a registration statement on Form S-1 with
the Securities and Exchange Commission registering 5,000,000 shares of common
stock in a direct public offering, without any involvement of underwriters or
broker-dealers with a minimum offering of 2,000,000 shares. On
August 18, 2008 the Company closed its offering after having sold 2,130,000
newly issued common shares.
On
January 26, 2009, the Company issued 75,000 shares of common stock at $0.01 per
share to the professional who provided legal and consulting services to the
Company. The fair market value of $0.01 was used based on the offering price in
Form S-1. Net loss
per share is calculated in accordance with ASC 260, “Earnings Per Share,” formerly
known as SFAS No. 128, “Earnings Per
Share.” The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number of shares
and dilutive potential common shares outstanding. Dilutive potential
common shares are additional common shares assumed to be exercised.
Basic net
loss per common share is based on the weighted average number of shares of
common stock outstanding during 2009 and since inception. As of Dec. 31,
2009, the Company had 5,655,000 common shares outstanding. As of Dec. 31,
2009 and since inception, the Company had no dilutive potential common
shares.
Basic Loss Per
Share
The
computations of basic loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements.
There are no common stock equivalents outstanding.
Loss
|
Shares
|
Per
Share
|
||||||||||
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
From
Inception on December 10, 2007 to Period Ended Dec. 31,
2009
|
$ | (33,917 | ) | $ | 5,051,414 | $ | (0.0067 | ) |
F-10
CFO
Consultants, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For
The Years Ended December 31, 2009 and 2008
Provision for Income
Taxes
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely that not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
Net
deferred tax assets consist of the following components from Inception on
December 10, 2007 to December 31, 2009:
2009
|
||||
Deferred
tax assets NOL Carryover
|
$ | 11,532 | ||
Valuations
Allowance
|
(11,532 | ) | ||
Net
Deferred Tax Asset
|
$ | 0 |
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 34% to pretax income from
continuing operations for the periods ended Dec. 31, 2009 due to the
following:
On
December 31, 2009, the Company had an operating loss carry forward of $11,532
that can be used as an offset against future taxable income. No tax benefit has
been reported in the December 31, 2009 financial statements since the potential
tax benefit is offset by a valuation allowance of the same amount.
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry-forwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating loss
carry forwards may be limited as to use in the future.
Recently Issued Accounting
Pronouncements
On
July 1, 2009, Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification™ (“ASC”) became the sole source of authoritative
Generally Accepted Accounting Principles (“GAAP”) literature recognized by the
Financial Accounting Standards Board for financial statements issued for interim
and annual periods ending after September 15, 2009. Rules and interpretive
releases of the Security Exchange Commission (“SEC”) under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
Except for applicable SEC rules and regulations and a limited number of
grandfathered standards, all other sources of GAAP for nongovernmental entities
were superseded by the issuance of ASC. ASC did not change GAAP, but rather
combined the sources of GAAP and the framework for selecting among those sources
into a single source. Accordingly, the adoption of ASC had no impact on the
financial results of the Company.
In May
2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No.
60.” Diversity exists in practice in accounting for financial
guarantee insurance contracts by insurance enterprises under FASB Statement No.
60, Accounting and Reporting by Insurance Enterprises. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, Accounting for Contingencies.
F-11
CFO
Consultants, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For
The Years Ended December 31, 2009 and 2008
Recently Issued Accounting
Pronouncements (continued)
This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years.
In May
2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally
Accepted Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. This
pronouncement has no effect on this Company’s financial reporting at this
time.
In March
of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133, “Accounting for
Derivatives and Hedging Activities.” SFAS No. 161 has the same
scope as Statement No. 133 but requires enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
encouraged. The statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. SFAS No. 161 has no
effect on the Company’s financial position, statements of operations, or cash
flows at this time.
In
December, 2007, the FASB issued SFAS No. 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS
No. 160 applies to “for-profit” entities that prepare consolidated financial
statements where there is an outstanding non-controlling interest in a
subsidiary. The Statement requires that the non-controlling interest be
reported in the equity section of the consolidated balance sheet but identified
separately from the parent. The amount of consolidated net income
attributed to the non-controlling interest is required to be presented, clearly
labeled for the parent and the non-controlling entity, on the face of the
consolidated statement of income. When a subsidiary is de-consolidated,
any retained non-controlling interest is to be measured at fair value.
Gain or loss on de-consolidation is recognized rather than carried as the
value of the retained investment. The Statement is effective for fiscal
years and interim periods beginning on or after December 15, 2008. It
cannot be adopted earlier but, once adopted, is to be applied retroactively.
This pronouncement has no effect on this Company’s financial reporting at
this time.
In
December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS
141(R)”) and SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements” (“SFAS 160”).
F-12
CFO
Consultants, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For
The Years Ended December 31, 2009 and 2008
Recently Issued Accounting
Pronouncements (continued)
These
standards aim to improve, simplify, and converge internationally the accounting
for business combinations and the reporting of non-controlling interests in
consolidated financial statements.
The
provisions of SFAS 141 (R) and SFAS 160 are effective for the fiscal year
beginning April 1, 2009. The adoption of SFAS 141(R) and SFAS 160 has not
impacted the Company’s financial statements.
None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company’s future financial reporting.
NOTE B –
GOING CONCERN
Under the
going concern assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor the necessity
of liquidation, ceasing trading, or seeking protection from creditors pursuant
to laws or regulations. Accordingly, assets and liabilities are recorded on the
basis that the entity will be able to realize its assets and discharge its
liabilities in the normal course of business. Management expects to face strong
competition from well-established companies and small independent companies.
Accordingly, the Company expects to compete on the basis of price (or the value
to the customer of the services performed) and, on the basis of their
established reputation among customers as a quality provider of management
services and our locality of operation. Without a strong performance in the
growth process Management expects to be less able than our larger competitors to
handle generally increasing costs and expenses of doing business. Additionally,
it is expected that there may be significant technological advances in the
future and Management may not have adequate resources without the strong public
response anticipated to enable the Company to take advantage of such
advances.
NOTE C –
RELATED PARTY TRANSACTIONS
The major
shareholder of American Smooth Wave Inc and Western Lucrative Inc owns more than
5% of common stock of the Company at December 31, 2009 and 2008. For the year
ended December 31, 2008, the Company paid consulting and professional fee of
$12,900 through American Smooth Wave Inc and Western Lucrative Inc. The
reimbursements of these consulting fees were made in August, 2008 and September,
2008. There was no balance due to these affiliates at December 31, 2009
and December 31, 2008.
NOTE D -
SUBSEQUENT EVENTS
In
February, 2010, the Company issued a note payable of $3,000 to Dempsey Mork. The
note will be matured by December 31, 2010. There is no payment term during the
year. Principal and interest of 6% will be due when the loan is
matured.
Since the
filing of form 10-K for the fiscal year ended December 31, 2009, a number of
significant events have occurred that have been reported separately by the
filing of: forms 8-K (2) on 10-19-10 and 10-22-10, form SC 14F1 on
10-22-10, form SC 13D on 11-08-10 and form 8-K/A on 12-06-10.
F-13