eLuxuryHouse, Inc. - FORM 10-K

Attached files

file	filename
EX-32.1 - CERTIFICATION - eLuxuryHouse, Inc.	elux_ex32.htm
EX-31.1 - CERTIFICATION - eLuxuryHouse, Inc.	elux_ex31.htm
EX-31.2 - CERTIFICATION - eLuxuryHouse, Inc.	elux_ex312.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___to __

Commission file number 333-140710

eLuxuryHouse, Inc

(Name of small business issuer as specified in its charter)

Florida		###-##-####
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

26 Cathy Lane

Oakland, California 94619

(Address of principal executive offices) (Zip Code)

Issuer’s telephone number, including area code (510) 414-9640

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act

None

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

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 o No þ

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 þ No o

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. o

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes þ No o

The issuer’s revenues for the fiscal year ended June 30, 2010 were $0

There is no market for the common stock of the issuer. Accordingly, the approximate aggregate market value of voting common stock held by nonaffiliates of the issuer cannot be determined.

Number of shares of common stock outstanding as of December 23, 2010 was 30,010,000

Documents Incorporated by Reference

None

Transitional Small Business Disclosure Format (check one): Yes o No þ

eLuxuryHouse, Inc.

Table of Contents

		Page Number
PART I.

	Item 1 - Business		3

	Item 2 - Properties		7

	Item 3 - Legal Proceedings		7

PART II.

	Item 5 – Market for Registrant’s Common Equity, Related Stockholder Maters and Issuer Purchases of Securities		8

	Item 6 – Selected Financial Data		8

	Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation		8

	Item 7A – Quantitative and Qualitative Disclosures About Market Risk		10

	Item 8 - Financial Statements and Supplementary Data		10

	Item 9 - Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		10

	Item 9A-Controls and Procedures		10

	Item 9B- Other Information		11

PART III

	Item 10 -Directors, Executive Officers, and Corporate Governance		12

	Item 11- Executive Compensation		13

	Item 12-Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		14

	Item 13–Certain Relationships and Related Transactions, and Director Independence		15

	Item 14 – Principal Accounting Fees and Services		15

PART IV

	Item 15 – Exhibits, Financial Statement Schedules		16

Signatures			17

PART I

Statements made in this Form 10-K that are not historical facts may constitute forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed. Words such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify forward-looking statements.

Factors that could cause our results to differ materially from the results discussed in such forward-looking statements include, without limitation: we have a limited operating history during which we have generated minimal revenues and have incurred losses to date; due to our operating losses and our lack of working capital we may not be able to continue as a going concern; we are changing our business plan, having left the internet merchandise sales business, and are planning to enter the wireless telecommunications business in over-seas markets; we may not be able to obtain sufficient capital to operate our planned business; we may not be able to acquire telecommunications businesses or assets even if financing for that purpose becomes available; we will face substantial competition in the telecommunications industry from competitors who have substantially greater financial resources, large product and service distribution networks, and brand recognition; the operation of licensed telecommunications frequencies is subject to government regulation; there is presently no public market for our common stock and there is no assurance that a market for our shares will develop or be sustained; and the Sarbanes Oxley Act is expected to increase our legal, accounting and administrative costs. These and other risk factors are discussed in other reports filed by us with the Securities and Exchange Commission. Many of such factors are beyond our control. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on our business or the extent to which any factor, or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results anticipated in these forward looking statements contained in this Report will in fact occur. All forward-looking statements wherever they may appear are expressly qualified in their entirety by the cautionary statements in this section. We undertake no obligation to update any such forward-looking statements.

ITEM 1. BUSINESS

Overview

We were formed to engage in internet based retail sales of authentic, designer merchandise and personal accessories, including jewelry, offered at discount prices. However, we discontinued that business during 2008, and we do not have any inventory or other assets. Since March 2008 we have not conducted any business operations, other than seeking new business opportunities in the wireless telecommunications field.

As a result of a sale of our common stock by certain stockholder to WebSky, Inc. during March 2008, we are now a 81% owned subsidiary of WebSky. WebSky acquired its controlling interest with the plan to change the focus of our business to the wireless telecommunications business abroad, by seeking opportunities in Argentina and other parts of the world. However, we have not been successful in that endeavor, due in part to the current economic climate and state of the capital markets which have precluded us from obtaining the capital required to acquire a new business, licenses, or other business assets.

Our plans to enter the wireless telecommunications business abroad have focused opportunities to:

●	Acquire frequency spectrum in targeted emerging markets for the eventual development of wireless broadband internet (WiMAX and related) systems or for the eventual disposition of such frequency rights.

●

Secure radio spectrum and related licenses for the deployment and operation of wireless and wireline telecommunications operations, including, but not limited to, wireless broadband (WiMAX, community WiFi and other standards) and cellular telephony in Argentina and other nations in the Southern Hemisphere, as well as in a number of other targeted markets in South Asia and Southeast Asia.

●	In conjunction with strategic technological partners, further expand the development and deployment of wireless communications systems for national or local governments, in areas where we may acquire and control radio spectrum and in areas where we can partner with local spectrum licensees.

●	Acquire other telecom companies in emerging market economies, in conjunction with efforts to acquire licensed broadband radio frequency spectra in order to enhance the value of the spectra and to support, broaden and facilitate the development those projects.

We could, in some cases, acquire the necessary rights and licenses for wireless broadband internet services, develop and deploy such services, and, together with local partners, on whom we would continue to rely to a great degree, operate a WiMAX/wireless broadband system. In other cases, the appropriate course may be determined to be the acquisition and perfection of the applications licenses and permits which would then be sold, in whole or in part, to another entity to engage in the actual operation of a system. In the latter circumstance, and even in circumstances where we have has no ownership interests in licenses or permits, our developing expertise in certain niche applications for wireless broadband systems could provide significant value-added services to third party operators of such systems.

Mobile Broadband Market

The Internet has evolved into a world-wide system and is now used daily by millions of people throughout the world for business and commerce, personal communications, education, and entertainment. The growth in Internet usage has been facilitated by DSL, cable and satellite broadband services that enable users to access the Internet at very high data speeds. However, many Internet users have access to broadband connectivity only in their homes or workplaces, where they may connect to DSL or cable systems. The development of wider mobile WiMax or other wireless broadband networks would permit broadband connectivity without the need for landline based connections. The demand for mobile broadband connectivity, through technologies such as mobile WiMax, is likely to grow as newer and more capable portable wireless devices come to the market.

Worldwide Interoperability for Microwave Access, commonly known as WiMAX, is a certification mark established by the WiMAX Forum for products that are compliant with the Institute of Electronical and Electronic Engineers (“IEEE”) 802.16 set of standards. The original 802.16 standard required equipment operating in the 10-66 GHz frequency band, which required tall transmission towers and line-of-sight connectivity. IEEE standards have been amended over the past several years, and now include the 802.16e standard for mobile WiMAX. Mobile WiMax is intended to support mobile broadband services through the use of portable devices such as mobile telephones, laptop computers, personal digital assistants (PDA), and similar portable devices. Alternatives to mobile WiMAX for the delivery of mobile broadband services include CDMA2000, UMTS (Universal Mobile Telecommunications System) and 802.20 (Mobile-Fi). Some of these technologies, such as CDMA 2000 and UMTS, have already been deployed by major wireless carriers and have achieved significant levels of market penetration.

Entering the Wireless Broadband Telecommunications Business

We have not yet acquired any business assets or entered the wireless telecommunications business. Our ability to enter the telecommunications field is dependent upon our ability to develop opportunities in targeted markets and to obtain financing for the acquisition of equipment, licenses, or businesses, and working capital to operate any business that we may start or acquire. The current economic climate and conditions in the capital markets have precluded us from obtaining the capital required to acquire a new business, licenses, or other business assets. Although WebSky may provide us with cash to meet our near term capital needs, WebSky has only limited financial resources and we do not consider WebSky to be a long term source of financing.

We may issue common stock, preferred stock, or other securities to acquire other companies, or interests in other companies, in the telecommunications business, or to acquire telecommunications licenses or other assets for use in our business. We may enter into one or more mergers or similar transactions with other companies that are engaged in telecommunications business or related businesses. We may sell capital stock or other securities from time to time in order to raise working capital or to finance an acquisition of assets or another telecommunications business.

Competition.

Large, well established providers of wireless telecommunications services will be competing for the spectrum licenses and other rights to develop and operate WiMax and other wireless networks around the world. These companies have large product and service distribution networks, brand recognition, and much greater capital resources than we do and they may be able to offer a higher price and more certain financing for the acquisition of any telecommunications licenses businesses that we may identify as potential acquisition targets.

Government Regulation

The operation of licensed telecommunications frequencies is subject to government regulation in most countries. Generally, a license from the government is required in order to operate, broadcast, or sell “bandwidth” at designated frequencies. The ownership and operation of “landline” based telephone and other telecommunications systems are subject to regulation as well. National regulations may restrict or prohibit the ownership or operation of telecommunications systems or frequencies by foreign individuals or entities, and may restrict the concentration of ownership by individuals or entities. The terms of telecommunications licenses issued by governments may also require the licensee to meet specific capital requirements, to make capital improvements or similar investments in equipment and infrastructure to “build out” a system, and to operate the system in accordance with applicable rules and regulations that may limit the prices that may be charged for the use of the frequency or system, and that, in the case of wireless telecommunication, may require a licensee to obtain and maintain a specified minimum number subscribers in order to retain their license.

Certain Risk Factors

Our ability to successfully enter the telecommunications business in Argentina or in any other country is subject to substantial risks and uncertainties, which include but are not limited to the following:

We May Not Be Able to Obtain Sufficient Capital to Operate Our Planned Business. We had no cash on hand as of June 30, 2010, and we have had to borrow money from some of our shareholders to meet our operating expense. Although WebSky may provide us with cash to meet our near term working capital needs, WebSky has limited financial resources and is not legally obligated to finance our operations. Accordingly, we will have to obtain sufficient financing to enter the telecommunications business. There is no assurance that such financing will be made available to us.

We May Not Be Able to Acquire Telecommunications Businesses or Assets Even If Financing For That Purpose Becomes Available. WebSky was able to acquire companies that held telecommunications licenses in Buenos Aires, Argentina, but there is no assurance that we will be able to do so in the future. The market value and, consequently, the cost of purchasing, a telecommunications license has increased during recent years. As a result even if our management team is able to identify owners of licenses that may be willing to sell their licenses or their company, we may not be able to raise the funds needed to finance the acquisition.

Our Business Could Be Adversely Affected If We Lose the Services Of The Key Personnel Upon Whom We Will Depend. We have only three executive officers and no other employees. We will depend upon the services of our officers, especially, Chairman, Douglas P. Haffer, in conducting our planned business. The loss of the services of any of our officers, especially the services of Mr. Haffer, could have a material adverse affect on our ability to implement our business plan and to conduct our operations.

Because We Do Not Have Long-Term Employment Agreements With Our Officers and We May Not be Able to Hire Additional Officers and Employees. We do not presently have long-term employment agreements with any of our executive officers because our present financial situation precludes us from making compensation commitments. Unless we are able to raise additional capital or generate operating revenues sufficient to pay executives and employees compensation, we will not be able to hire additional officers or other employees, even if their services are needed for our business operations.

Employees

As of June 30, 2010, we had no employees. Our executive officers do not receive any compensation.

ITEM 2. PROPERTIES

Our principal offices are at 26 Cathy Lane, Oakland, CA 94619. The office space comprises approximately 750 square feet and is occupied by our controlling shareholder WebSky, Inc. under a lease that expires on November 30, 2011. WebSky pays $1,000 per month as rent for the space. The exact amount of rent and other lease expense that will be allocated to us has not yet been determined, but a significant portion of those expenses will be allocated to us if we are successful in generating sufficient operating revenues to pay those costs.

ITEM 3. LEGAL PROCEEDINGS

We are not presently involved in any material litigation or proceedings, and to our knowledge no such litigation or proceedings are contemplated.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no public market for our common stock. As of October 9, 2010 our common stock was held of record by 55 stockholders.

We have paid no dividends on our common stock since inception and we do not plan to pay dividends on our common stock in the foreseeable future.

We did not have any stock option plans in effect or any stock options or warrants outstanding during the fiscal year ended June 30, 2010.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We were formed to engage in internet based retail sales of authentic, designer merchandise and personal accessories, including jewelry, offered at discount prices, but we do not have any inventory or a significant amount of other assets and we have not generated substantial revenues since inception.

As a result of a sale of our common stock by certain stockholders to WebSky, Inc. during March 2008, we are now an 81% owned subsidiary of WebSky. WebSky acquired control of us with the plan to change the focus of our business by seeking opportunities to enter the wireless communications business in Argentina and other parts of the world.

We have not yet acquired any business assets or entered the wireless telecommunications business. Our ability to enter the telecommunications field is dependent upon our ability to develop opportunities in targeted markets and to obtain financing for the acquisition of equipment, licenses, or businesses, and working capital to operate any business that we may start or acquire. Although WebSky provided us with some cash to meet our near term capital needs, WebSky has only limited financial resources and we do not consider WebSky to be a long term source of financing.

Results of Operations

Year Ended June 30, 2010 and Year Ended June 30, 2009

We had no revenue for the fiscal years ended June 30, 2010 and 2009, as we discontinued our internet sales operations during the fiscal year ended June 30, 2008.

We incurred general and administrative expenses of $30,816 during fiscal year 2010 compared to $31,378 of expenses during fiscal year 2009. Virtually all of our general and administrative expenses were accounting and legal fees.

We had a net loss of $30,816 during fiscal 2010, compared to a net loss of $31,378 during fiscal year 2009, reflecting the fact that we incurred general and administrative expenses but had no other expenses and no revenues.

Liquidity and Capital Resources

Our audited financial statements appearing elsewhere in this Report have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Management realizes that we must generate revenue or obtain sufficient capital sufficient to enable us to meet our operating expenses. If we are unable to generate operating revenues or obtain working capital, we may abandon our search for business opportunities to acquire.

As reflected in the financial statements appearing in this Report, we sustained a net loss of $30,816 for the fiscal year ended June 30, 2010, and at June 30, 2010 we had an accumulated deficit of $219,450. We have no cash on hand and our ability to continue as a going concern is dependent on our ability to raise additional capital and to further implement our new business plan.

Our ability to enter the telecommunications field under our new business plan is dependent upon our ability to obtain financing for that purpose, including financing for the acquisition of equipment, licenses, or businesses, and working capital to operate any business that we may start or acquire. We may issue common stock, preferred stock, or other securities to acquire other companies or interests in other companies in the telecommunications business, or to acquire telecommunications licenses or other assets for use in our business. We may enter into one or more mergers or similar transactions with other companies that are engaged in the telecommunications business or related businesses. We may sell capital stock or other securities from time to time in order to raise working capital or to finance an acquisition of assets or another telecommunications business.

We have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not hold any market risk sensitive instruments as of June 30, 2010 or June 30, 2009.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not Applicable

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) and to review and evaluate the effectiveness of our disclosure controls and procedures for the purpose of determining whether our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our Chief Executive Officer and our Treasurer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and our principal financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of a date within ninety (90) days of the filing date of this Form 10-K annual report. We did not conduct any material business operations during the fiscal year ended June 30, 2010.

Following management’s review and evaluation, management collectively determined that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our Chief Executive Officer and our Treasurer, as appropriate to allow timely decisions regarding required disclosure. However, we may need to implement different internal controls over financial reporting that are suitable to any new business operations that we may conduct.

Changes in Internal Control over Financial Reporting

Current management is not aware of any changes in our internal controls over financial reporting during the fiscal year ended June 30, 2010 implemented that materially affected or that could reasonably likely materially affect our internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive officer and our principal financial officer, and effected by our Board of Directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; 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. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes our consolidated subsidiary.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2010. Based on this assessment, management believes that, as of that date, our internal control over financial reporting was effective. However, this assessment was based upon the fact that we do not have any current business operations and we do not have any employees, officers, or directors other than our Chief Executive Officer, our Treasurer, and our Chief Technology Officer.

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.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names and ages of our directors and executive officers are as follows:

Douglas P. Haffer, 62, is the Chief Executive Officer and Chairman of the Company. Mr. Haffer has been the President of WebSky since 2004. Mr. Haffer was Chief Executive Officer and President of Semeca Inc.; from 2002 to 2004, at which time Semeca merged with WebSky. Semeca was a lessee of radio spectrum in the United States. Mr. Haffer served as Chief Executive Officer and President of World Wide Wireless Communications from 1999 to 2001.

Eduardo A. Axtle, Jr, 28, is Vice President, Secretary, and Treasurer of the Company. Mr. Axtle has been the Vice President, Treasurer, and Secretary of WebSky since 2004. Mr. Axtle was Vice President and Director of Semeca, Inc., from 2002 to 2004, at which time Semeca merged with WebSky. Semeca was a lessee of radio spectrum in the United States.

Certain Legal Proceedings

During August 2006, the Securities and Exchange Commission (the “Commission”) filed a complaint in the United States District Court for the Southern District of New York alleging that WebSky and Douglas P. Haffer violated Sections 5(a) and 5(c) of the Securities Act of 1933, as amended (the “Securities Act”) by offering and selling securities when no registration statement had been filed or was in effect as to such securities, and for which there was no exemption from registration under the Securities Act. WebSky and Mr. Haffer agreed to settle the action, without admitting or denying the allegations of the complaint, by disgorging the $35,000 received in the sale of the securities, plus interest, and by consenting to a permanent injunction against future violations of the registration provisions of the Securities Act. Mr. Haffer also agreed to pay a $25,000 civil penalty.

Executive Officers

Douglas P. Haffer, Eduardo A. Axtle, Jr. and Dana Miller are our only executive officers.

Dana Miller, 48, is Chief Technology Officer of the Company. Mr. Miller has been the Chief Technology Officer of WebSky since 2004. Mr. Miller was Vice President of Nextage Broadband Ltd., 2002 to 2004, at which time Mr. Miller was developing national wireless broadband systems in India.

There are no family relationships among our directors or officers.

Committees of the Board

The Board of Directors does not have an Audit Committee or any other committees.

Attendance At Board Meetings

During the fiscal year ended June 30, 2010, the Board of Directors met 2 times. No director attended fewer than 75% of the meetings of the Board.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

We do not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our directors and executive officers and persons who own more than ten percent (10%) of a registered class of our equity securities are not required to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of our common stock or other equity securities under Section 16(a).

Code of Ethics

We have not yet adopted a Code of Ethics because we do not own any business assets and we are not engaged in any business activities other than seeking new business opportunities. We may adopt a Code of Ethics suitable for our business if we acquire a new business or commence business operations.

ITEM 11. EXECUTIVE COMPENSATION

We did not pay any compensation to our Chairman and Chief Executive Officer during the fiscal year ended June 30, 2010 or during the prior fiscal year:

We have not entered into employment agreements or compensation arrangements with Messrs. Haffer, Axtle and Miller and we have not determined to pay any compensation to them at this time. Messrs Haffer, Axtle and Miller may receive compensation from WebSky for serving as WebSky employees.

Stock Options

As of June 30, 2010 our Chief Executive Officer did not own any stock options.

Compensation of Directors

We did not pay any compensation to any of our directors during the past fiscal year. We may, in the future, pay compensation to any directors who are not our employees. Directors who are also our employees may receive compensation as employees but will not receive additional compensation for serving as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of November 29, 2010 concerning beneficial ownership of common stock by each shareholder known by us to be the beneficial owner of 5% or more of our common stock. Information concerning certain beneficial owners of more than 5% of the common stock is based upon information shown by our stock transfer agent.

The following table shows certain information concerning ownership of our common stock by each shareholder known by our new management to be the beneficial owner of 5% or more of the our common stock.

Name and Address Of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

WebSky, Inc. 26 Cathy Lane Oakland, CA 94619	24,308,100	81%

Douglas P. Haffer 26 Cathy Lane Oakland, CA 94619	1,500,500	5%

Eduardo A. Axtle, Jr. 26 Cathy Lane Oakland, CA 94619	1,500,500	5%

Security Ownership of Management

The following table sets forth information as of November 29, 2010 concerning beneficial ownership of our common stock by each member of the Board of Directors, our Chairman and Chief Executive Officer, and all officers and directors as a group.

	Number of Shares	Percent of Class

Douglas P. Haffer	1,500,500	5%
Eduardo A. Axtle Jr.	1,500,500	5%
All officers and directors	3,001,000	10%
as a group (3 persons)

__________________________

On March 17, 2008, WebSky, Inc., a Nevada corporation (“WebSky”), purchased a total of 27,309,100 shares (the “Control Shares”) of our common stock from Joseph Maenza, Michael Wojnicki, Howard Kahn, Michelle Kahn, and Jay Valinsky for an aggregate purchase price of $416,500. In connection with the sale of the Control Shares, Messrs Maenza and Wojinicki also assigned to WebSky their rights to collect our indebtedness to them, in the aggregate principal amount of $33,500, arising from loans that Messrs Maenza and Wojinicki made to us.

The funds used by WebSky to purchase the Control Shares were obtained through a loan of $250,000 from Douglas P. Haffer, and a loan of $200,000 from Eduardo A. Axtle, Jr., who are executive officers and directors of WebSky. All loans are due on demand and bear interest at 7%, and are unsecured. The loans would be in default if demand is made and the Company could not repay these debt obligations. The Control Shares are pledged as collateral for the loans, and if WebSky were default in payment of the loans the lenders could, subject to compliance with applicable federal and state securities laws, sell the Control Shares and apply the proceeds to the repayment of the loans, or, if WebSky consents, retain the Control Shares as payment of the loans. We could experience a new change of control if such a sale or retention of the Control Shares by the lenders were to occur. WebSky also transferred a total of 3,001,000 of the Control Shares to the lenders in consideration of their extension of the loan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

None of our directors qualifies as “independent” in accordance with the listing standards of any national securities exchange or under Section 10A-3 of the Exchange Act.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Berman & Company, P.A. (“Berman & Company”) audited our annual financial statements for the fiscal years ended June 30, 2009 and June 30, 2010.

Audit Fees. Berman & Company billed us $15,000 in fiscal year 2010, and $21,000 in fiscal year 2009 for the audit of our annual financial statements and for the review of our financial statements included in our quarterly reports on Form 10-QSB and Form 10-Q.

Berman & Company did not perform any other services for which we were billed.

The prior approval of the Board of Directors is required for the engagement of our auditors to perform any non-audit services for us. Other than de minimis services incidental to audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence services. All fees for such non-audit services must be approved by the Board of Directors, except to the extent otherwise permitted by applicable SEC regulations.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a-1) Financial Statements.

The following financial statements of eLuxuryhouse, Inc. are filed in the Form 10-K:

Notes to Financial Statements

(a-2) Financial Statement Schedules

All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or the notes thereto.

(a-3) Exhibits.

Exhibit Numbers		Description

3.1		Articles of Incorporation.

3.3		By-Laws, As Amended.

4.1		Specimen of Common Stock Certificate.

31		Rule 13a-14(a)/15d-14(a) Certification*

32		Section 1350 Certification*

†Incorporated by reference to Registration Statement on Form SB-2 (Reg. No. 333-140717) filed with the Securities and Exchange Commission on February 14, 2007.

*Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of December 2010.

	eLUXURYHOUSE, INC.

	By:	/s/Douglas Haffer
		Douglas Haffer,
		Chairman and Chief Executive 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.

Signature	Title	Date

/s/Douglas Haffer	Chairman, Chief Executive Officer and Director	December 23, 2010
Douglas P. Haffer

/s/Eduardo Axtle	Treasurer	December 23, 2010
Eduardo A. Axtle Jr.	(Principal Financial and Accounting Officer) Secretary, and Director

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

During the fiscal year ended June 30, 2010, the registrant did not sent an annual report to its security holders and did not send any proxy statement, form of proxy or other proxy soliciting material to more than ten of the registrant’s security holders with respect to any annual or other meeting of security holders.

Exhibit Numbers		Description

3.1		Articles of Incorporation.

3.3		By-Laws, As Amended.

4.1		Specimen of Common Stock Certificate.

31		Rule 13a-14(a)/15d-14(a) Certification*

32		Section 1350 Certification*

†Incorporated by reference to Registration Statement on Form SB-2 (Reg. No. 333-140717) filed with the Securities and Exchange Commission on February 14, 2007.

ELUXURYHOUSE, INC.

FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm		F-1

Financial Statements:

Balance Sheets - As of June 30, 2010 and 2009		F-2

Statements of Operations - Years Ended June 30, 2010 and 2009		F-3

Statement of Changes in Stockholders’ Deficit – Years Ended June 30, 2010 and 2009		F-4

Statements of Cash Flows - Years Ended June 30, 2010 and 2009		F-5

Notes to Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

eLuxuryHouse, Inc.

We have audited the accompanying balance sheets of eLuxuryHouse, Inc., as of June 30, 2010 and 2009 and the related statements of operations, changes in stockholders' deficit and cash flows for the years ended June 30, 2010 and 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 audits 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 audits included considerations 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 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 eLuxuryHouse, Inc. as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years ended June 30, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss of $30,816 and net cash used in operations of $31,276 for the year ended June 30, 2010; and a working capital deficit and stockholders’ deficit of $84,560 and an accumulated deficit of $219,450 at June 30, 2010. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Berman & Company, P.A.

Boca Raton, Florida

November 3, 2010

F-1

eLuxuryHouse, Inc.
Balance Sheets

Assets

	June 30, 2010			June 30, 2009
	(Audited)			(Audited)
Current Assets
Cash	$	-		$	381
Total Current Assets		-			381

Total Assets	$	-		$	381

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable	$	2,074		$	2,534
Notes payable		4,000			-
Notes payable - related party		78,486			51,591
Total Current Liabilities		84,560			54,125

Stockholders’ Deficit
Preferred stock ($0.00001 par value, 20,000,000 shares authorized,
authorized, none issued and outstanding)		-			-
Common stock ($0.00001 par value, 100,000,000 shares authorized,
authorized, 30,010,000 shares issued and outstanding)		300			300
Additional paid in capital		134,590			134,590
Accumulated deficit		(219,450	)		(188,634	)
Total Stockholders’ Deficit		(84,560	)		(53,744	)

Total Liabilities and Stockholders’ Deficit	$	-		$	381

See accompanying notes to financial statements.

F-2

eLuxuryHouse, Inc.
Statements of Operations

	Year Ended
	June 30, 2010			June 30, 2009

General and administrative expense	$	30,816			31,378

Net loss	$	(30,816	)		(31,378	)

Net loss per common share - basic and diluted	$	(0.00	)		(0.00	)

Weighted average number of common shares outstandingduring the year - basic and diluted		30,010,000			30,010,000

See accompanying notes to financial statements.

F-3

eLuxuryHouse, Inc.
Statements of Changes in Stockholders' Deficit
Years Ended June 30, 2010 and 2009
										Total
	Common Stock, $.00001 Par Value				Additional		Accumulated			Stockholders'
	Shares		Amount		Paid in Capital		Deficit			Deficit

Balance June 30, 2008		30,010,000		300		134,590		(157,256	)		(22,366	)

Net Loss, 2009		-		-		-		(31,378	)		(31,378	)

Balance June 30, 2009		30,010,000		300		134,590		(188,634	)		(53,744	)

Net Loss, 2010		-		-		-		(30,816	)		(30,816	)

Balance June 30, 2010		30,010,000	$	300	$	134,590	$	(219,450	)	$	(84,560	)

See accompanying notes to financial statements.

F-4

eLuxuryHouse, Inc.
Statements of Cash Flows


	Year Ended
	June 30, 2010			June 30, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(30,816	)	$	(31,378	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts Payable		(460	)		(91	)
Net Cash Used In Operating Activities		(31,276	)		(31,469	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		4,000			-
Proceeds from notes payable - related parties		26,895			31,850
Net Cash Provided By Financing Activities		30,895			31,850

Net Increase (Decrease) in Cash		(381	)		381

Cash - Beginning of Period		381			-

Cash - End of Period	$	-		$	381

Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for:
Income Taxes	$	-		$	-
Interest	$	-		$	-

See accompanying notes to financial statements.

F-5

ELUXURYHOUSE, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

Note 1 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

eLuxuryHouse, Inc. (“the Company”) was incorporated in the State of Florida on July 21, 2005.

On March 17, 2008, WebSky, Inc. (“WebSky”), a Nevada corporation, purchased 27,309,100 shares (91%, the “Control Shares”) of the Company’s common stock from existing shareholders. This transaction resulted in a change of control. The Company is currently inactive.

Risks and Uncertainties

The Company's operations are subject to significant risk and uncertainties including financial, operational, and regulatory risks including the potential risk of business failure.

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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At June 30, 2010 and 2009 respectively, the Company had no cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2010 and 2009 respectively, there were no balances that exceeded the federally insured limit.

Fair Value of Financial Instruments

The carrying amounts of the Company’s short-term financial instruments, including accounts payable, notes payable and notes payable – related party, approximates fair value due to the relatively short period to maturity for these instruments.

F-6

ELUXURYHOUSE, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

Income Taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method provides that deferred tax assets and liabilities be recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company evaluates for uncertain tax positions under a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments. At June 30, 2010 and 2009, respectively, the Company did not record any liabilities for uncertain tax positions.

Earnings per Share

Basic earnings/(loss) per share is computed by dividing net income/(loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings/(loss) per share is computed by dividing net income/(loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At June 30, 2010 and 2009, respectively, the Company did not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-06, “Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 amends ASC 820, “Fair Value Measurements” ("ASC 820") to require a number of additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfers in or out of Level 3, and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. The ASU also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The amended guidance was effective for financial periods beginning after December 15, 2009, except the requirement to disclose Level 3 transactions on a gross basis, which becomes effective for financial periods beginning after December 15, 2010. ASU 2010-06 did not have a significant effect on the Company’s unaudited financial position or results of operations.

F-7

ELUXURYHOUSE, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

Note 2 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $30,816 and net cash used in operations of $31,276 for the year ended June 30, 2010; and a working capital deficit and stockholders’ deficit of $84,560 and an accumulated deficit of $219,450 at June 30, 2010.

The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The ability of the Company to continue as a going concern is dependent on Management's plans, which include the raising of capital through debt and/or equity markets. The Company will require additional funding during the next twelve months to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 Income Taxes

The Company has considered the recognition of 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. Additionally the Company has established 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 $211,000 at June 30, 2010, expiring through 2030. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

F-8

ELUXURYHOUSE, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

Significant deferred tax assets at June 30, 2010 and 2009 are as follows:

	June 30, 2010			June 30, 2009
Gross deferred tax assets:
Net operating loss carryforward	$	80,000		$	68,000
Total gross deferred tax assets		80,000			68,000
Less: valuation allowance		(80,000	)		(68,000	)
Deferred tax assets - net	$	-		$	-

The valuation allowance at June 30, 2009 was approximately $68,000. The net change in valuation allowance during the year ended June 30, 2010, was an increase of approximately $12,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2010 and 2009, respectively.

The actual tax benefit differs from the expected tax benefit for the years ended June 30, 2010 and 2009, respectively (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes and 5.5% for state income taxes, a blended rate of 37.63%) as follows:

	June 30, 2010			June 30, 2009

Expected tax expense (benefit) - Federal	$	(10,000	)	$	(10,000	)
Expected tax expense (benefit) - State		(2,000	)		(2,000	)
Total deferred tax assets		(12,000	)		(12,000	)
Change in valuation allowance		12,000			12,000
Actual tax expense (benefit)	$	-		$	-

F-9

ELUXURYHOUSE, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010 AND 2009

Note 4 Notes Payable

(A) Notes Payable

During the year ended June 30, 2010, and subsequent, the Company executed notes payable with a third party. These notes are unsecured and due on either November 30, 2010 or on demand. Interest, at 7%, is payable only upon default. No amounts are in default.

June 30, 2010	$	4,000
Notes executed subsequent to June 30, 2010:
July 2010	$	2,924
September, 2010	$	490
October, 2010	$	6,000
Total	$	9,414

(B) Notes Payable - Related Party

During the years ended June 30, 2010, 2009 and 2008, the Company executed notes payable with Websky and the Company’s Chief Executive Officer. These notes are unsecured and due on demand. Interest, at 7%, is payable only upon default. No amounts are in default.

	June 30, 2010		June 30, 2009		June 30, 2008		Total
Websky	$	19,500	$	31,850	$	19,741	$	71,091

CEO		7,395		-		-		7,395

Total	$	19,741	$	31,850	$	26,895	$	78,486

F-10

eLuxuryHouse, Inc. - FORM 10-K - December 27, 2010

Attached files

eLuxuryHouse, Inc. Reports